Fantasia Magica
by Ranger24
Summary: One choice can change a life. One choice can change a world. One choice can change the universe. The only question to be asked is can that choice change the ultimate outcome?
1. Chapter 1

Prologue

Disclaimer: I do not own any of the characters or properties used in this story. They belong to their respective creators and companies, please support the official release.

Devastation was the only word for what surrounded Madoka. Walpurgisnacht had unleashed a path of devastation across the entire area, leveling whole city blocks, toppling skyscrapers, and crushing everything else. Madoka wondered if anyone had realized that there was something more than a simple typhoon going on.

Hanging high above her releasing the odd cackle of mad laughter was the super witch, Walpurgisnacht. To Madoka it looked like a figure from an old music box that had been turned upside down. She knew it from the dream she had weeks ago, a dream she now knew to have been another timeline.

She felt no fear of the creature, only pity. She wondered how many magical girls had suffered only to produce the creature. The only answer she could think of was to many. But she had other business to attend to.

'_Just a little bit further,_' her guide assured her.

Kyubey. The Incubator. For weeks it had pressured Madoka to form a contract with it and become a magical girl. In that time however she had seen first hand the dangers of that role and how Kyubey had fooled countless innocents. The price had been to high for such gains however. Mami, Sayaka, and Kyoko... She couldn't let them have died in vain.

First however she needed to find Homura.

'_Almost there_,' Kyubey reported.

They skirted around a fallen skyscraper before Kyubey came to a halt. Madoka clapped a hand to her mouth to stifle her scream.

'_Here we are_,' Kyubey said brightly.

There, lying motionless at the base of the rubble was Homura. A large piece of concrete was crushing her right leg, blood was trickling down her face from her scalp, and her left hand was underneath a fallen beam of steel of skyscraper. She was in her normal school clothes rather than her magical girl outfit, her eyes staring blankly into space, and she was completely still.

"Homura!" Madoka cried out running over to the fallen girl. She grabbed Homura's wrist but couldn't feel a pulse. That didn't mean Homura was gone yet though. She couldn't be gone yet. Madoka grabbed the steel beam and gave it a hard tug. It was to heavy to move however. What little movement she did see however caused blood to ooze forth from under the beam.

"Where's her soul gem?" Madoka demanded.

'_I'm afraid you're to late to save her_,' Kyubey said. '_Oh well. That makes this easier._'

Tears welled up in Madoka's eyes. This was wrong so wrong. Homura couldn't be gone, she just couldn't be gone. The magnitude of what she had come to do hit her once more and suddenly her original wish felt so feeble. What good was it to erase all the Witches when everyone she cared about was dead and gone?

In that moment her wish changed.

Silently she closed Homura's eyes, and wiped the blood from her forehead. Then she stood and turned to face Kyubey.

"I'm ready to make my wish," she said tears still rolling down her cheeks.

'_Excellent_,' Kyubey said waving it's tail like an excited dog. '_With your potential Karmic destiny you can make any wish you want to come true. Anything you desire Madoka Kaname, is within your grasp. So what is it do you want?_'

Madoka glanced over her shoulder at Homura's fallen body. Then she took a deep breath and spoke.


	2. Chapter 2

**Ranger24: **Hello everyone. Been a while since I have started a chapter with an author's note. Some of you may have noticed that I started by posting this directly to the main Madoka fanfiction page. That was to hopefully draw some attention early on.

Sadly I made a few miscalculations. One, the prologue was to short. Two, it was rather generic. Three, my description have might come off as a bit vague and pretentious. Four, I really didn't do much editing. Errors are always worse when they are your own.

As you may have noticed this story is now a crossover. The main focus is still on the Madoka cast but other series will steadily become more involved with the plot. Hopefully as we move forward this will meet with more approval from readers.

* * *

><p>Chapter 1: A new day.<p>

Disclaimer: I do not own any of the characters or properties used in this story. They belong to their respective creators and companies, please support the official release.

Madoka opened her eyes and sat up in bed. She took in her surroundings quickly. She was in her bed room, it was early in the morning. Her eyes fell on the calender over her desk, it was still on the March page, more specifically it was March 25th. That wasn't right, it was supposed to be May 1st.

Suddenly she wondered if it had all been simply a dream? If so it had been the most vivid dream she had ever had. She yawned and brought up her hand to cover her mouth by reflex.

Her eyes went as wide as dinner plates. There was a ring on her finger, a ring with a pink stone. In a flash of pink light the ring vanished and transformed into a small pink and gold stone, a soul gem. Her soul gem.

Madoka's mind began racing through thoughts. It had been real. All of it! But now what would happen? What was she going to do?

Suddenly there came a hard knock on her bed room door.

"Madoka," her father called. "Do you mind helping Tatsuya get your mother up?"

"Be right there," Madoka replied shifting her soul gem back into it's ring form. She scrambled out of bed and through the door. Right into someone's chest.

She fell onto the floor flat on her backside.

"Oh sorry miss Madoka. Are you alright?"

"I'm fine," Madoka said. "It was my fault Pol."

The elderly elf set aside the stack of bedsheets he had been carrying and helped Madoka to her feet.

"Tatsuya had a little accident last night," he said motioning to the sheets.

Madoka gave him an apologetic smile.

"Sorry about tha-"

Then suddenly it hit her. Who was this Pol? Why was he in her house? Was he actually an elf? There were suddenly elves now?

She took a step back as he picked up Tatsuya's sheets again.

Then there was a flood of memories. Pol was their live in help, doing chores and other household tasks to support his family back in America. She remembered birthdays where he'd spent most half a month's salary just to get her a present. She remembered giving him a big hug and kiss on the cheek one Christmas when he had to stay with them because his flight home had been canceled due to bad weather.

Pol looked at her some concern on his face.

"Madoka," he said, "are you alright?"

"Fine," Madoka said quickly, "just a bit of deja vu."

"Yeah I know the feeling," he replied with a nod. "I'd better get this to the laundry then help your father with breakfast."

"Okay," Madoka said stepping aside. "See you in bit."

Pol slipped past her, carrying Tatsuya's soiled sheets. Madoka waited until he had passed and was out of sight before she continued on to her mother's room.

What had just happened? Why did she suddenly know all of these things? How much had her wish changed things? Did this happen to Homura every time she had restarted the timeline?

"Momma wake up!" Tatsuya said from inside mother's room.

Madoka took a deep breath to steady her thoughts. It would raise a lot of questions if she acted like she was very confused by what was going on, which she was.

Then she threw the door open, letting it slam against the frame. Then she crossed the room and opened the curtains, letting sunlight pour into the room. Last of all she grabbed a hold of Mother's sheets and yanked them away.

"Good morning!" She said in a loud sing song voice as her mother jerked awake with a wild yelp. She was clearly slightly hung over. At least some things didn't change.

For the next few minutes things proceeded as they had before in the previous timeline, Madoka got ready with her mom, telling her about the goings on at school. Once more she donned the pink ribbons, this time by her own choice. Then she went to breakfast for her next surprise.

At first everything seemed normal, until she noticed a very different change. As per usual her father was making breakfast the news playing on the TV, this time with Pol's help something she now knew was a common occurrence in this timeline. The reason why however was that from the elbow down, her father's right arm was gone.

Just as before with Pol a stream of memories came. As long as Madoka had known him he had been missing his right arm. Occasionally he wore a prosthetic arm but preferred not to due to it being uncomfortable and imprecise.

What was interesting was that Madoka, had no knowledge of how he had lost his arm. It made her uneasy.

"Dad," she said.

"Yes Madoka?"

"_We interrupt our coverage with a special bulletin," _the news anchor said before Madoka could ask her question. _"A Witch attack has just occurred in the south industrial district of Mitakihara."_

Madoka dropped her fork, her eyes darting over to the TV. There, next to the news anchor was an image of what was clearly a Witch attacking a factory in broad daylight without a barrier.

"Oh no," Madoka's mother whispered.

"_Thankfully local Magical Girl Mami Tomoe arrived on seen quickly and contained the situation_," the Anchor continued as an image of Mami appeared next to him. "_So far no casualties have been reported though there was significant property damage._"

"Oh thank goodness," Madoka's mother breathed.

Madoka's mind however was racing processing what she had just seen. First Witches were out in the open now, attacking people without barriers. Second, Magical Girls were openly known. What on earth had she done to the timeline with her wish?

This continued to plague Madoka as she walked to school with Hitomi and Sayaka. She was silent almost the entire time trying too figure things out. Unfortunately this ended up drawing attention to her.

"Madoka," Sayaka said looking at her with a look of concern. "Are you okay?"

"Huh?" Madoka said returning her attention to the pair.

"You aren't saying much," Sayaka said. "What's wrong?"

"Nothing," Madoka lied. "I just didn't get much sleep last night."

"Bad dreams?" Hitomi asked.

"Yeah," Madoka replied.

"You'll be fine," Sayaka said throwing an arm over Madoka's shoulder. "You're to adorable to get yourself into trouble."

"What about that time with the hair dye?" Hitomi asked with a raised eyebrow.

Sayaka gave a sheepish smile rubbing the back of her head. Madoka couldn't help but giggle. At least that memory hadn't changed. When they were in kindergarten, she and Sayaka had tried to dye their hair for a school costume contest. The dye they had used however was an experimental kind that had gone deep enough to change their hair permanently to pink and blue respectively.

The she realized there was a discrepancy, Hitomi had also died her hair with them. Hitomi still had green hair though so what had happened.

"Hey look whose talking miss green hair," Sayaka said.

"Not my fault," Hitomi replied. "My parents were given faulty information before I was born. It could be worse, I could be an insufferable genius like most Coordinators."

Once again memories came flooding into Madoka's mind. Not so much of a flood really this time to be honest, more like a trickle.

Coordinators were people who had their genes altered while they were still in the womb. In some cases it was small things like with Hitomi having green hair. In other cases it was more dramatic producing near super humans. She remembered that there was a lot of controversy surrounding such experiments and activities. There had even been a war when she had been a very small child, two in fact.

The rest of the walk to school was uneventful. They took their seats and waited, Madoka rather anxiously. Any moment now Homura would walk through the door. What would happen then she didn't know.

Soon enough Miss Saotome arrived with the same stern expression on her face as last time. The class quickly quieted down recognizing the signs that their teacher was about to unleash a storm of rage regarding her latest relationship problems.

"Everyone," she said firmly. "I have something very important to tell you. Please pay attention."

Then she slammed her fists loudly on the podium.

"Listen up girls!" She exclaimed. "Make sure you don't associate yourself with guys who complain about how well done they want their eggs!"

'_Well at least she isn't going off on poor Nakazawa_,' Madoka thought to herself.

"And you too guys!" Miss Saotome barked. "Make sure you don't become adults like that! Especially you Nakazawa!"

"Huh?" Nakazawa said looking up very confused.

'_Never mind._'

"I guess it didn't work out with this guy either," Sayaka said rather dryly from behind Madoka.

"Does it ever?" Madoka asked.

This got a quiet snicker out of Sayaka. Madoka couldn't help but smile. After everything that had happened with Sayaka in the previous time line she deserved a bit of a laugh. It was nice being around Sayaka again.

'_I can't take this for granted,_' she thought. '_Sayaka doesn't deserve all the stuff that happened to her last time. She's to good for that._'

"And I'd also like to introduce a transfer student to everyone," Miss Saotome said rapidly brightening. "Miss Akemi please come in."

And there she was, looking the same as ever. Long dark hair flowing behind her, perfect posture and smooth purposeful movements. It was both eerie and enticing, foreboding, and haunting.

"My name is Homura Akemi," she said in her usual emotionless tone. "Pleased to meet you."

Her eyes scanned the classroom, silently taking everything. She paused briefly at Sayaka who was just behind Madoka before settling on Madoka herself. Her eyes softened for a moment. Then suddenly her eyebrows raised fractionally. Madoka followed Homura's gaze to her own hand and the ring on her finger.

Homura said nothing however as she took her usual seat. The class continued as usual until the end of first period and the arrival of their first break. As before a small crowd gathered around Homura asking her questions about everything. As before this left Madoka with Sayaka and Hitomi.

"Hey Madoka," Sayaka asked. "Any idea why she was staring at you so much?"

"Oh I think I saw her a few days ago," Madoka lied. "We didn't really talk but she seemed nice."

"Could have fooled me," Sayaka said with a frown.

"That's not fair Sayaka," Hitomi chided. "She's new here."

"I know, I know," Sayaka replied. "Something about her though just makes me feel a little uneasy."

"Excuse me."

Sayaka practically jumped when she realized Homura was now right beside her.

"You're the health officer right?" Homura asked Madoka. "Can you please lead me to the nurses office?"

'_We need to talk. Now._'

Madoka quickly rose to her feet.

"Sure," she said, "sure."

She quickly lead Homura out into the hall.

Homura was silent for several minutes as they walked through the halls. Madoka had the distinct feeling of a volcano getting ready to blow from Homura. She felt like she had done something wrong and was waiting for a parent to give her a very long and very stern lecture.

When they reached the bridge between the two buildings of the school Homura came to a sudden stop. Madoka almost bumped into her it was so abrupt. Again Homura said nothing for several moments before she apparently found her voice.

"What did you do?"

"I-," Madoka started, taking a step back.

"What did you do?" Homura repeated firmly.

"Homura you're scaring me," Madoka said taking another step back.

Then Homura turned on her heel to face Madoka. She was glaring at Madoka with a look of purest rage. Tears were forming in her eyes, ready to go at any moment. Her fists were clenched and shaking as if she was trying to keep from attacking Madoka.

"What did you do?" Homura demanded.

"I made a wish," Madoka admitted shrinking back more.

"When!?" Homura snapped.

"At the end of the last time line," Madoka replied.

"You idiot!" Horuma snarled. "How many times did I tell you not to make a contract with that little white bastard?! After everything you saw with Mami, Sayaka, and Kyoko! Why did you make a contract with that thing?!"

"I thought you were dead!" Madoka exclaimed.

"I wasn't dead!" Homura snapped. "My Soul Gem got knocked loose!"

"And how was I supposed to know that?" Madoka asked. "You had a steel beam on your left hand!"

"Then you should have run away!" Homura shot back. "You should have run away and saved yourself."

"I couldn't do that Homura," Madoka replied.

"Yes you could!" Homura insisted.

This actually made Madoka angry.

"No I couldn't!" Madoka snapped. "My family and hundreds if not thousands of people would have been Walpurgisnacht's victims! I couldn't leave them to die and I couldn't leave you to die!"

Homura worked her mouth for a few moments in silent rage trying to form a new tirade.

"You selfless, naive, suicidal, idiot!" Homura shouted the tears finally pouring forth. "All that mattered, all that has ever mattered is that you were safe!"

"I don't want that Homura," Madoka replied, cutting off Homura's tirade as quickly as possible. "Not when the cost is that high."

"Do you have any idea what will happen!?" Homura demanded. "The moment you transform you'll turn into a witch! I've seen it time and again! You will turn in a witch so powerful it makes Walpurisnacht look pathetic!"

Madoka had had enough by this point. She raised her left hand, her ring glittering in the sun light. Homura's eyes went wide.

"Madoka no!" She shouted.

To late. Madoka activated her ring. In a flash of pink light the ring vanished just as Homura brought up her own ring. The light wrapped around Madoka and took shape. Homura transformed as well, her shield appearing in a violet flash. Madoka's transformation was completed first however.

To Madoka's small amusement her outfit was exactly like the drawing she had made in the previous timeline. The same outfit that Sayaka and Mami had gotten such a laugh out of at her expense. Best of all it actually fit comfortably.

Homura brought up her shield but stopped staring at Madoka.

"You were saying?" Madoka asked.

Homura trembled for a moment, took half a step toward Madoka, only to slip and collapse to her knees. Tears were falling like rain down her face as she quietly cried. Madoka slowly sat down beside her and put an arm around her.

"It's okay," she said gently.

"It's not okay," Homura said not looking up. "I promised you, once before, that I wouldn't let you make a contract with Kyubey. I promised you that I wouldn't let you be tricked by him."

Madoka remained silent, simply holding Homura close for a few moments and letting her cry on her shoulder. It was a minute or two before Madoka at last found her voice again.

"Homura," she said softly. "You haven't failed. I'm still alive, we have another chance." She gave Homura a gentle squeeze. "You are not alone this time, I'm right here with you this time. Okay? We'll beat this thing together."

Homura was silent but gently returned Madoka's hug. Madoka helped Homura to her feet without breaking the hug, changing back into her normal clothes.

"What did you wish for?" Homura asked.

"I..."

Then it hit Madoka.

"I don't know," she admitted. "I can't remember."

"You don't remember?" Homura asked, looking up confusion plain on her face.

"No I don't," Madoka replied. "I remember everything up to the wish but then suddenly everything goes blank."

Homura broke the hug, returning to her normal school clothes, her face set in a frown.

"Madoka," she said. "That's not a good thing, if you can't remember your wish how are you supposed to use magic?"

"Well," Madoka said somewhat sheepishly. "I guess someone will have to teach me?"

Homura shook her a small smile now on her face.

"Don't ever change Madoka," she said softly. "Don't ever change."

"Everyone changes Homura," Madoka said offering Homura her hand. "How come you wanted to know when I made a contract?"

"Because just last night you weren't a Magical Girl," Homura replied taking her hand. "I started in this timeline five days ago."

"I just started this morning," Madoka said leading Homura on to the nurses office. "Everything is so strange now. Have things changed so much in other timelines?"

"Usually its been small shifts," Homura replied. "Little things like that boy Sayaka likes playing guitar instead of violin. This is unusual in how much things have changed I'm still trying to get a handle on things."

"How far back did I change things?" Madoka asked.

"As far as I can tell thousands of years," Homura replied. "Geography has changed, borders have shifted, technology is different."

"I noticed," Madoka commented. "There's an elf in my house and Hitomi is a Coordinator. Not to mention Mami being an open magical girl. Have you seen her yet?"

"No I haven't," Homura replied. "I don't doubt however that it will be long before we encounter her face to face."

"Well try to be less hostile this time," Madoka said.

"I wasn't being hostile," Homura answered. "I just knew that Witch would kill Mami if she fought it alone. It isn't my fault she miss understood my intentions."

Madoka sighed.

"How about you just let me do the talking then?" She suggested.

"Fair enough."

At last they reached the nurses office. Madoka knew that Homura really didn't need to see the nurse but it would look suspicious if they came back together.

"So what are you doing after school?" Madoka asked.

"Usually I hunt Kyubey and try to keep him from making a contract with you," Homura replied. "But I haven't seen him in days."

Madoka smiled.

**-Fantasia-**

"So Homura," Sayaka said as they walked through the doors of the local mall. "How long were you in the hospital?"

"Most of my life," Homura replied. "I've been in and out of hospital rooms for years due to the heart condition I had."

"Any family?" Sayaka asked.

"No," Homura admitted. "My mother died when I was very young and I never knew my father."

"That must have been awful," Hitomi said sympathetically.

"It was," Homura admitted.

"Well we're here for you now," Madoka said putting a hand on her shouder.

Homura couldn't help but smile.

"Thank you."

It was so unusual for her. Madoka had invited her to come along with them to the mall after school. Having little else to do Homura accepted the offer. She had done this before with the trio but not for many timelines. She had actually almost forgotten what it was like to go out with friends for a while. It was pleasant.

There was also a practical purpose to such a trip. Gathering information first hand from the local environment was viable. For one thing while local currency was still posted in stores their was a second price set in something refereed to as CR. Most currency was also digital now.

Their first actual stop however was the food court. They got their food and found a booth, Homura noted that it was the same booth they had eaten at the few times she had previously gone with the trio in previous timelines.

"So do you have any hobbies?" Hitomi asked.

"Aside from reading in bed you mean?" Homura checked.

"Well what do you read?"

"Pretty much anything I could get my hands on," Homura replied. "I had a lot of spare time in the hospital. That or just make up stories about the interns."

"Whot du ou mean?" Sayaka asked through a mouthful, eliciting a disapproving frown from Hitomi.

"Stuff like who is struggling with paying off their student loans," Homura replied. "Who is having trouble with their boy friend or girl friend. I made little drama stories for them by just observing them."

"Seriously?" Sayaka said having swallowed.

"Sure," Homura replied.

She wasn't lying about that one. She had done that oh so long ago when she had actually been in the hospital struggling with her weak heart. She couldn't remember many of the details of her little stories however.

"Prove it," Sayaka said. "Do me right now."

Madoka now shot Homura a quick glance.

'_Be nice_,' she said via telepathy.

'_I'll try_,' Homura replied suppressing the urge to make a positively evil smile.

"Let's see," she said scrutinizing Sayaka closely for a moment or two. "You're an only child because your father is a disabled retired soldier, you have a crush on a boy you've known for years but have the occasionally bi-curious tendency, and you want to join the school women's baseball team but don't think you have what it takes."

Sayaka was silent for several moments, blinking once or twice as if she couldn't believe what she had just heard.

"I think you may have just stunned her," Hitomi observed.

"That was amazing!" Madoka exclaimed.

"How did you do that?" Sayaka demanded.

"You have a JSDF veteran's support tag on your key ring and I haven't heard you mention any siblings thus far," Homura began. "The second was just a guess but as for the third one you have a fairly well defined build and you also have a tag for the school baseball team on your key ring."

"You got all of that just from looking at my keys and my physical build?"

"What can I say," Homura said with a shrug. "Mystery and crime novels were some of my favorites."

"This one of those things you just pick up or learn?" Sayaka asked.

"It comes with practice," Homura answered.

"Alright let me try then," Sayaka said firmly.

"Go right ahead," Homura said. This was actually proving to be rather amusing.

Sayaka scrutinized her for a few seconds before speaking.

"Okay," she said. "You pretend to be cold and aloof to cover up your lack of social skills, you've never been to an amusement park in your life, and your favorite color is black."

'_Not bad_,' Homura mused.

"Two out of three I'm afraid," she said.

"Which one did I get wrong?" Sayaka asked.

"That's my business," Homura replied.

Sayaka frowned.

"Not fair," she complained. "I told you all of mine were correct."

"Actually you didn't," Homura said allowing herself a small smile. "You never actually confirmed any of my guesses verbally. But thanks for providing conformation."

Sayaka's face turned beet red while Madoka and Hitomi giggled at her expense. She then scowled at Homura, eyebrows furrowed.

"I'm watching you," she said in a low wary tone.

At this Madoka actually started properly laughing. Hitomi soon joined Madoka in laughing at the absurdity of it all. Finally even Sayaka couldn't help but smile at how silly she had sounded. Homura leaned back in her seat. For one of the few times in what felt like years she could actually relax a little bit.

After their snack they had to say good bye to Hitomi who had a piano lesson to go to. Sayaka suggested they go to mall's music store. Homura was actually surprised that such a store could survive considering how much technology had seemed to advance. She had figured such brick and mortar stores would have gone out of business considering online music sales.

When they arrived she quickly noticed something a bit unusual. Madoka noticed it as well.

'_Why is half the store black?_' Madoka asked via telepathy.

Half the store was given over to J-Pop, classical, and other forms of music. That half of the store was well light, inviting, and had a light blue and white paint scheme. It was also barely occupied by people.

The other half was painted what may have been the darkest shade of black Homura had ever seen, with red lights offering the only illumination. It was also three times as crowded as the other half of the store. Posters lined the black walls of dark scenes, a menacing male Mermaid, his features hidden by shadow, a human skull with horns and blades growing out of it, a demonic looking creature with horns and flowing long golden hair, and the largest showing five Caucasian men standing in a line. The one on the far left was somewhat heavy set with brown hair that looked like a trapezoid and a thick mustache, on his immediate right was a tall square face man with long blonde hair, on the far right was a tall man with long brown hair and a fu manchu, on his immediate left was a shorter man with red dreadlocks and a full face beard, and last of all in the dead center was a powerfully built man with pale skin, long black hair, and one of the most intimidating faces Homura had ever seen. Emblazoned above the men in blood red stylized font was one word.

"Great," Sayaka said with a small sigh. "Looks like they've got the new Dethklok album."

"Dethklok?" Homura asked.

Sayaka then gave her a look of confusion.

"You've never heard of Dethklok?" She said. "What have you been living under a rock your whole life?"

"I've been in and out of hospitals most of my life," Homura answered flatly.

Sayaka winced slightly.

"Right sorry," she said.

"I take it they're a death metal band," Homura observed.

"They aren't a death metal band," Sayaka replied. "They are THE Death Metal band. The best selling band of all time, those guys are so wealthy they're the twelfth largest economy."

"You're kidding," Homura deadpanned.

"I'm not," Sayaka replied. "Their so wealthy that if they delay an album the economy nose dives. They give an endorsement deal and that company basically dominates the market in a few days. No one messes with them and they can get away with pretty much anything. They're untouchable."

"How did this happen?" Homura demanded.

Sayaka shrugged.

"Don't ask me," she replied. "They got started almost twenty years ago. First album topped the global charts for months until they made a second one, then that one got the top spot. Next thing anyone knows their playing to crowds of half a million on average per show, building their own fortress home with a literal army of live in servants and roadies, and getting away with people signing their lives away to attend live shows."

"Why?" Homura demanded.

"I don't know," Sayaka said with a shrug. "Their fans are crazy."

Sayaka drifted over to the classical section while Madoka moved over to the J-Pop. Homura unsure of what to do drifted over into the darker section reserved for Dethklok. Weaving through the crowds she discovered that there was only one shelf, covered only in Dethklok albums which were rapidly leaving the shelves.

She moved to one of the sampler stands that had just opened up and slipped on the head phones. A selection of sample songs was listed on the small display. They were apparently from the "Dethwater Album". The song list was entirely water themed with names like _Go Into the Water_, _Electric Eelchair_, and _Murmaider_. Confused by the later name she selected it and put on the head phones.

The sound of whales calling out to one another greeted her ears along with a sound like a sonar ping. Then a heavy bass guitar began to play soon joined by at least two electric guitars and drums. Then the lyrics began in a deep guttural growl in English.

"_There are no fingerprints,_

_ Deep under water._

_ Nothing to tie one to a crime._

_ And if you seek vengeance,_

_ All you need are instruments of pain._"

Homura found herself tapping her foot along to the music.

"_You need your,_

_ Knives? Check._

_ Rope? Check._

_ Dagger? Check._

_ Chains? Check._

_ Rocks? Check._

_ Laser beams? Check._

_ Acid? Check._

_ Body bag? Check._"

Then the tempo picked up rapidly along with volume blasting into Homura's ears.

"_Murmaider!_

_ Murmaider!_

_ Murmaider!_

_ Murmaider!_"

Almost reflexively Homura tossed a look at Sayaka who was now at check out.

"_Murmaider!_

_ Murmaider!_

_ Murmaider!_

_ Murmaider!_"

Homura turned back to the display.

"_Murmaider!_

_ Murmaider!_

_ Murmaider!_

_ Murmaider!_"

She hit the pause button and removed the head phones, setting them back down on the display.

It was strange, so strange. That song had somehow totally fit with Sayaka's witch Oktavia von Seckendorff. She suppressed a shiver thinking of the witch. It was always disproportionally powerful compared to Sayaka's usual strength. It was always a tough fight, sometimes people died usually Kyoko. Sometimes she had wondered why Sayaka's witch was always so strong when Sayaka herself was at best a mediocre magical girl.

"Homura?"

Madoka's voice abruptly yanked Homura out of her thoughts. Madoka was holding onto her arm with a look of concern on her face.

"Are you okay?" She asked. "You were just standing there for a minute or two."

"I'm fine," Homura lied. "Just got a little lost in my own thoughts."

She was in fact not fine. Homura knew that everything she had gone through in all of the past timelines had left scars on her psyche. She had tried her best to supress such problems but it was clear that all she had really done was bottle up her issues. Once or twice they had leaked out in sudden bursts of uncontroled emotion. In her line of work however, therapists were few and far between.

"Maybe we should leave?" Madoka suggested. "Sayaka's just about to check out anyways."

"Right," Homura said turning away from the display.

Then there was a great crash from outside and the screaming started.

**-Fantasia-**

Madoka mentally kicked herself as witch smashed its way onto the mall's main concourse from a service passage. She had completely forgotten about the witch that had attacked both she and Sayaka in the mall previously. Now her was that same witch and its horde of mustached familars.

Or at least it looked like the same witch. It was much larger now and much more violent as it threw the body of a maitence worker clear across the concourse and threw the windows of a store. Its massive butterfly wings reached almost up to the ceiling and its horde of familars were already advancing out into the Concourse attacking people left right and center.

A security guard drew his side arm and unloaded his weapon into the familars a few of whom dropped before the rest swarmed him and cut him down. People were running for the exits, dropping their purchases and shoving others out of the way in the mad dash for the exit.

"Homura," Madoka began turning back to the burnette only to discover she had already transformed.

"I see it," Homura replied. "Gertrud."

"She has a name?" Madoka asked.

"Talk later fight now," Homura ordered.

"Oh right!" Madoka exclaimed summoning her soul gem.

"Madoka!"

Before she could do anything more Sayaka reached them. She came to a stop staring at Homura and then at the soul gem in Madoka's hand.

"What?" Sayaka began, flabbergasted. "When did you-"

"I'll explain later," Madoka assured her.

Then she transformed, her school clothes consumed by pink light. The rose steem like bow to shape in Madoka's out stretched hand. She took hold of it as Homura drew out a large heavy machine gun.

"Sayaka," Madoka ordered. "Get yourself to safety now. We can handle this."

"But," Sayaka started but Madoka and Homura had already rushed into the fray.

'_Homura how do use my bow?_' Madoka asked via telepathy.

'_Just think about an arrow,' _Homura replied in the same fashion.

Homura then opened fire on the advancing familars. Armor piercing rounds tore through them in seconds dropping about ten of them before Homura's first box of ammunition went dry. As the familars died small black cubes fell to the floor.

Ignoring the cubes concentrated on an arrow. Long and thin with a good hard point for penetrating. Sure enough an arrow materialized in her hand. She fitted it to the bow string, pulled back and fired.

Only to miss everything a smash a store front instead.

'_It helps if you stay still when shooting,_' Homura chided.

Madoka blushed slightly jumping back away from a charging familar.

'_Right sorry,_' she replied.

Homura's machine gun roared to life again mowing down a dozen familars in front of both of them. This gave Madoka critical space to work.

She set herself up in a stable stance and focused on an arrow again. The shaft materialized in her hand and once more she set it to the string of her weapon. She drew back, adjusting her posture to mimic that of an archery demonstartion she had seen once with her parents.

Then she fired, the arrow zipping through the air. It struck the closest familar right in its rather excellent mustache and destroyed it and three others standng just behind it. Once more the little black cubes dropped to the floor.

"I got them!" She exclaimed.

"Great," Homura replied reloading her weapon. "Don't get cocky."

Gertrud seemed to have realized that it was being challenged to battle by two magical girls. With a cry its familars turned from their persuit of the mall shoppers and charged the two magical girls from all sides.

"There's to many of them," Madoka called out firing again and again into the horde, cutting down two or three familars with each shot.

"I've got this," Homura replied. "Cover your ears."

A split second later a line of gray green boxes was right in front of Madoka. The line of boxes formed a ring about the two magical girls. Madoka had a fraction of a second to realize what they were, cover her ears and close her eyes, before the a wall of fire and shrapnel erupted into existence around them.

Homura's claymores obliterated dozens of familars in seconds. By the time the smoke cleared more than two thirds of the familars were gone. That still left a sizeable horde to deal with however.

Gertrud meanwhile seemed to be quiet a bit upset about the deaths of so many of her familars. She surged forward, beating her massive wings to propel her along. As she did so a strange dust began to fall from the wings.

'_Poison,_" Homura said via telepathy, '_stay away from the cloud and don't breath_!'

Madoka promptly shut her mouth but was forced to jump back as a stream of roses came flying from Gertrud. The roses struck the tile floor like they were knives some sticking in the floor while others skipped off it.

Madoka landed just in front of the store where they had left Sayaka. She summoned another arrow as the poison cloud from Gertrud's wings expanded. She fired off her shot, straight at the witch and struk it dead center in the chest. This attack however did little beyond agrivating it more. Homura quickly got the witch's attention with a rocket to the face.

The cloud meanwhile was advancing to quickly for Madoka to take another shot. She was about to move positions again when it reached her. She held her breath is it passed over her. She had to move fast and get out before she needed to breath again.

Then she heard violent coughing and hacking behind her. She whirled about to see Sayaka on her hands and knees, still inside the store!

'_Sayaka!_' Madoka shrieked over the telepathic link.

Without thinking she smashed her way through the store window, knocking over a display shelf in the process. She sprinted over Sayaka and covered her mouth and nose with her hand. She threw Sayaka's arm over her shoulder and half carried, half dragged her out of the store and the cloud of poison spores.

Once clear Madoka allowed herself a breath and took her hand of Sayaka's face. Sayaka was still coughing, her eyes watering when Madoka set her down by a drinks kiosk.

"Water..." she moaned.

Madoka snatched a water bottle from the stand. A moment later she dropped a few coins on the stand. It may hav beeen an emergency but it didn't mean she had to steal. She unscrewed the cap and put the bottle to Sayaka's lips pouring the iquid into her mouth, some of it spilling across her uniform.

'_Madoka behind you!_' Homura cried out via telepathy.

Madoka turned to see familars swarming towards them, Homura to far away to help with Gertrud bearing down on her. Madoka dropped the water bottle and drew up her bow.

Then the head of the closest familar exploded with a loud bang.

"You did good," a familar voice said. "I can take it from her."

Madoka turned just in time to see Mami Tomoe fire again. She looked the same as Madoka remembered her calm and confident with that smiile that radiated serenity and warmth. Tears welled up in Madoka's eyes at the sight of her.

"Mami!" She exclaimed throwing her arms around the other magical girl in delight. Mami was taken of guard by the sudden show of affection almost missing her next shot.

"I think introductions can wait a bit," Mami said in a bemused tone. "But its nice to meet a fan."

Madoka released her blushing.

"Sorry about that," she said sheepishly.

"No harm done," Mami assured her. "Now if you would excuse me."

Mami advanced into the fray firing her muskets one after the other with precise shots, each one landing right on target. When familars advanced on her she took them out with smooth graceful attacks, her dodges efficent and elegant. It was like watching a ballet rather than a battle.

It was different from the others she had seen. Where Homura used cold efficency Mami brought grace and bliss, where Kyoko had been passionate and firey Mami was relaxed and calm, and where Sayaka had been relentless and aggressive Mami was cautious and calculated. Mami was an artist and the battlefield was her stage.

Within a minute or two Mami had destroyed all of the familars. Gertrud turned to assault the new foe only to be bound in place by a series of ribbons. They wrapped about its limbs and wings immoblizing it completely. It struggled in vain, frantically thrashing about, trying to break free.

Mami jumped back raising a musket in the air. She gave it a shake and it became larger, another shake and it was larger, and then it was larger. At last it was the size a of a large artillery piece.

"Trio Finale!" Mami proclaimed as the cannon fired. The blast struck Gertrud dead center in the head blowing it apart. The witch crumpled to the ground as Mami released the ribbons binging it in place. The poison withered in the air scattering away as Gertrud's body disolved into black smoke. A single black grief seed was soon all that was left of the witch.

Mami released a sigh of relief.

"Well at least that's over," she said.

"Madoka!" Homura cried running over to them.

"I'm fine Homura," Madoka replied checking on Sayaka who was breathing more easily now. "Sayaka how are you feeling?"

"Better," she admitted. "When did you become a magical girl?"

'_That is something I would like to know,_' a familar voice said via telepathy.

Madoka looked up. Sure enough there he was.

"Good afternoon Kyubey," Mami said rather cooly. "I'm surprised to see you here."

Kyubey flicked its tail back and forth, red eyes glinting. Homura quickly moved between Madoka and Kyubey, a pistol trained on the innucbator.

'_I'm here on business,_' Kyubey replied. '_But it seems I am a bit late._'

It hopped up onto the drinks kiosk, so much like a cat, it's eyes fixed on Madoka.

'_Tell me_,' it said, '_when did you become a magical girl, Madoka Kaname_?'

* * *

><p><strong>Ranger24: <strong>So there is the first real chapter. If you like it leave comments or reviews below as they make me feel specail and happy. Leave a good question and I might just answer it in a future author's note. If you hated it feel free to unleash your rage below in the comments as well and make me feel like a total loser. Regardless read and review.

Wow I haven't used that phrase in years. God I'm old.


	3. Chapter 3

**Ranger24:** Well here is the new chapter. Hope you all like it.

* * *

><p>Chapter 2: Knowledge is power<p>

Disclaimer: I do not own any of the characters or properties used in this story. They belong to their respective creators and companies, please support the official release.

It was strange and yet welcome to be back in this place. Sipping tea and eating cakes in Mami's apartment with her friends. For Madoka it almost made up for the grizzly scene she had witnessed earlier.

Mami had suggested that Madoka and Homura change back into their street clothes before the police arrived. After a quick check up by the paramedics and Mami talking to the police they had been sent on their way. Mami had then taken them back to her apartment as she had in the past.

Of course there was some tension in the air as Kyubey sat on the couch with Homura scowling at it every now and again. Sayaka was clearly uncomfortable, unsure of where to sit. She kept looking at Madoka and Homura as though she had never truly seen them before. Madoka could only feel some discomfort in response to Sayaka's looks.

Mami meanwhile was a serene pillar of calm in all of this. She served them all tea and passed out cakes.

"Eat up," she said. "It's very good."

"Thank you," Madoka replied splitting off a chunk from her slice of cake and popping it in her mouth. It was, to say the least, delicious.

"So how long have you been a magical girl?" Mami asked.

"Not very long," Madoka admitted. "That was actually my first fight with a Witch."

"I could tell," Mami said. "You did well for your first fight though."

She turned her gaze to Homura.

"You however seem a little more experienced," she mused.

"How long I have been a magical girl is my business," Homura replied flatly in a tone that indicated that she would not allow the conversation to proceed any further.

"Very well," Mami said. "I can understand if you like to have some privacy. Not many magical girls willingly make themselves known to the public if they can avoid it."

"Why is that?" Madoka asked. "I mean you're out in public, I saw you on the news this morning. Why stay in hiding?"

Mami gave her a soft almost sad smile.

"I didn't have much choice when I came out," she replied. "There was a bit of a scene. People treat you a little differently when they know you have a daemon in your head."

At this she tossed a frown at Kyubey.

'_As I and my compatriots have told both you and other magical girls countless times before Mami Tomoe,_' Kyubey replied. '_Putting a daemon inside of a magical girl is the most effective way to combat the entropic forces of chaos. Without them you are considerably more limited in what you can do to combat chaos. Besides you did agree to the contract._'

"What are you talking about?" Madoka asked.

At this Mami raised an eye brow. She took another sip of tea before speaking.

"I'm surprised you don't know this. Magical girls don't just fight witches we also fight daemons. As Kyubey said to prevent us from being severely harmed from fighting daemons magical girls are implanted with a daemon. Usually it's a weaker daemon so that it basically acts as a vaccine."

"And if it isn't weak?" Homura asked.

"Well it's always active," Mami replied slowly. "So long as a magical girl keeps their soul gem clean we can resist their influence. However the more impure our Soul Gems get the more influence the daemon gains over us. If we let our soul gems become completely black then we turn into witches and the daemon claims our soul."

'_But if the magical girl is killed in battle the daemon is destroyed,_' Kyubey stated. '_Plus magical girls have the ability to destroy daemons permanently__._'

"Regardless," Mami continued. "Because we have a daemon in our heads people tend to be a little more... edgy around magical girls. Like your friend."

Sayaka blushed with embarrassment.

"Sorry," she said, "it's just all a bit sudden, you know?"

"Oh no it's alright," Mami replied. "I didn't mean to put you on the spot I was just using you as an example."

Madoka was pretty sure that kind of was the definition of putting someone on the spot but kept her comments to herself. Sayaka took notice of Madoka's expression and looked even more uncomfortable.

"It's not that I'm not grateful," she said. "Seriously, you saved my life back there. It's just that this is going to take some getting used too is all."

"Its fine," Madoka assured her.

"For now," Mami said in a tone of warning. "Not everyone likes the idea of magical girls running around with daemons inside of them. Some Middle Eastern and African countries have out lawed magical girls, and there used to be a lot of countries in Europe that did the same. Of course that doesn't stop actual magical girls from operating in those nations, it's just that they have to be more discrete about their activities."

'_Humans and your religions_,' Kyubey said a manner that suggested that if it had emotions it would have been amused.

"Kyubey," Mami said in a tone of warning. "I've told you before, if you can't be respectful to other people's beliefs then you are not allowed in my apartment."

'_I am not disputing the power of such beliefs_,' Kyubey replied. '_I merely question the logic of taking such beliefs to the extreme._'

"Regardless," Mami said turning her attention back to Madoka and Homura. "Even in more accepting countries there is some social stigma attached to being a magical girl. You might be denied from taking part in certain activities for example because people will believe you have an unfair advantage, or people might act like you are a bomb that will go off if they make a loud noise. So a lot of magical girls prefer to remain anonymous."

'_They aren't entirely wrong,_' Kyubey noted. '_Considering a magical girls mental and emotional state can drastically effect the state of their Soul Gem._'

Then Kyubey hopped off the couch and onto the table. Mami scowled.

"Kyubey," she said sharply. "Paws off the table, I just cleaned it."

'_What interests me,_' Kyubey said looking first from Madoka and then to Homura and then back again. '_Is that I don't sense daemons in either of you._'

Both Sayaka and Mami blinked in surprise at this.

"Are you sure?" Mami asked.

'_I'm never wrong about this sort of thing,_' Kyubey replied. '_Neither of them has a daemon, which is rare but not impossible. So..._'

And now he looked directly into Madoka's eyes with his own deep crimson eyes.

'_How exactly did you get rid of your daemons?_'

"We don't know," Homura replied coldly in a tone that indicated that the conversation was over. "Do you mind moving? You're blocking the tea cakes."

Kyubey moved back to the couch without a word. Still he kept his eyes fixed on Madoka and Homura, watching their every move. Madoka knew that Kyubey would not let the matter remain unanswered forever.

**-Fantasia-**

It was almost an hour before Madoka, Homura, and Sayaka said good bye to Mami and left. Mami had advised that they not all walk home together as it might attract attention. This meant Madoka was left alone with her thoughts.

'_What on earth did my wish do?_' She wondered. On that note, what had she wished for and why couldn't she remember? There was so much she didn't know and didn't understand about what was going on and what had happened.

She could at least guess as to why both she and Homura lacked daemons. Neither of them had made their wishes in this new world's version of the system. Thus they did not necessarily comply with its rules. At least she hoped that was the right answer.

She wondered what would have happened if she had gone through with her original wish, destroy all witches before they were born. What might have happened to her and to Homura now that she knew Homura had actually been alive? Her wish would have altered history dramatically, she had seen all of magical girls of the past and their suffering. Somehow however she doubted the changes would have been so dramatic.

Should she have gone through with her original wish? Was this new world worth it?

She had no answers. She didn't know.

She reached her house after a minute or so more of walking and thinking. She was tired, all she wanted to do now was eat dinner and go to bed. She walked up the steps, turned the knob, and stepped inside.

"I'm ho-"

Before she could finish her sentence she found herself engulfed by her mother's arms in a bone crushing hug.

"Where have you been?" Her mother demanded without releasing her. "We were so worried!"

Before Madoka could say anything she was half dragged, half carried into the kitchen and sat down at the table. Her father was sitting opposite her with a haggard look on his face of anxiety, worry, and fear. Her mother released her and sat down beside her father. Pol was working on dinner but his movements were tense.

"Madoka," her father said in tone not all that different from Homura's at that start of their conversation in the hallway. "When did you become a magical girl?"

"And why?" Her mother asked. "Is something wrong at school?"

"How do you-" Madoka started to say.

"The police called us after you left the mall," her father said cutting her off. "Madoka please we need to know."

"Honey you know can talk to us if you have a problem," her mother added. "So why?"

Madoka felt so very small right then and there. This was perhaps worse than Homura's frantic anger had been. This was pain and confusion, and from her parents no less. Mami's warnings became suddenly much more real.

"Someone was in trouble," she said truthfully. "I thought they were going to die."

Then before anyone could say anymore the doorbell rang.

"Pol could you please get that?" Her father asked.

"Sure," Pol replied.

He set down the wooden spoon he had been using to stir a pot. He walked out of the kitchen and into the hall. Madoka sat there in silence with her parents as Pol opened the door.

"Hello?" He asked.

"I take it Madoka is talking with her parents?" Homura's voice said. "I think I can explain something's. May I come in?"

A moment later the door closed and two sets of footsteps came down the hall. Pol came back into the kitchen leading Homura who looked almost as tired as Madoka felt.

'_I figured this might happen,_' she told Madoka via telepathy.

"I'm terribly sorry to intrude," Homura said out loud. "My name is Homura Akemi. Do you mind if I sit down?"

"Not at all," Madoka's father replied.

"Thank you," Homura said taking the chair right beside Madoka. "I'm afraid this whole situation is mostly my fault."

"How so," Madoka's mother asked?

"A day or two ago I was in a bit of an accident," Homura explained. "I wasn't paying attention while crossing the street. I was hit by a car which promptly drove off. It was bad." She gave a small shiver. "Really bad."

Madoka looked at her parents who she could tell were completely believing Homura's story. The amount of sympathy and disgust at the idea of someone running over a young girl and just driving off was palpable.

"I'm not sure if I was dying or not but it felt like it," Homura continued. "I was bleeding pretty badly and couldn't feel my legs. I thought I was going to die right there on the street."

The she looked at Madoka with a small but warm smile.

"Madoka made a wish to save my life even though we barely knew each other," she insisted. "I couldn't let that debt stand unrepaid so..."

She raised her left hand and in a flash of light the ring on her finger vanished and her Soul Gem appeared on her palm.

"I made a wish to protect so I could pay her back," Homura said simply.

"Also for some reason neither of us has a daemon inside our heads. We don't know why," Madoka added quickly.

"You're sure?" Madoka's Mother asked.

"Yeah," Madoka replied. "One of the Incubators checked."

Madoka's mother closed her eyes and rubbed her fingers over the lids. Her father meanwhile was silently shifting his eyes between Madoka and Homura.

"This is all a bit sudden," he said.

"I'm sorry," Madoka said hanging her head. "But..."

"We understand honey," her mother said interrupting her. "You did the right thing all things considered but it was still very dangerous."

"I know," Madoka said her thoughts turning back to the awful fates of Mami, Sayaka, and Kyoko in the previous timelines.

"Miss Akemi," her father said.

"Yes?"

"Are you certain you can keep our daughter safe?"

Homura shifted her eyes to her soul gem.

"I don't know," she admitted. "But I promise that I will do everything in my power to protect Madoka. Even if it costs me my life."

"This isn't something we're going to able to solve in one night," Madoka's mother said with a sigh. "And I'll bet your parents will be worried about you as well Miss Akemi."

"Actually I live alone," Homura admitted. "My mother died when I was a baby and I've never meet my father."

"Well then how about you stay for dinner?" Madoka's father suggest rising to his feet.

"I really shouldn't intrude," Homura replied.

"A bit late for that young lady," Madoka's mother replied. "You went and put your foot in it and now you've got to deal with the consequences."

As if a light had been switched on the mood had changed in the kitchen. While Madoka's father worked with Pol on dinner, her mother and Homura chatted, mostly Junko asking Homura the same sorts of questions that Sayaka and Hitomi had asked her before at the mall. Homura seemed a bit embarrassed to suddenly being scrutinized and then fussed over by the older woman.

"So you've literally been going in and out of hospitals by yourself your entire life?" Junko asked with some indignation.

"Yes," Homura admitted.

"And no one has ever been on hand to take care of you?"

"I have a case manager," Homura said quietly.

"That's not acceptable," Junko said firmly. "A girl your age should have someone around to take care of you. It's not healthy for someone your age."

"I'm fine really," Homura said in a tone that was so much like how Madoka had sounded at the start of their talk in the hall back at school. It was actually kind of cute seeing Homura like this. Dignified and reserved Homura looking like someone actually her age.

"Oh no you aren't," Junko said firmly. "You tell me who this case manager is, I'm going to give them a piece of my mind. You can have dinner here once or twice a week."

'_I think you've just been adopted,_' Madoka thought trying to convey a playful tone via telepathy.

'_Please don't tease me,_' Homura replied blushing.

'_Why?_' Madoka asked. '_It's cute._'

Homura's face became even redder.

"Madoka Kaname," Junko said sharply causing Madoka to almost jump in surprise.

"Yes?"

"Are you using telepathy to mess with Homura?"

Madoka blinked in surprise.

"How do you...?"

"Common knowledge Madoka," Junko replied. "Everyone knows magical girls and some other users of magic can use telepathy. No telepathy at the table, understood?"

"Yes mom," Madoka said quickly.

"We're just about ready," her father reported. "Madoka could you get Tatsuya?"

"Sure," Madoka said pushing herself away from the table. When she returned with Tatsuya the latter took great interest in Homura. He also couldn't pronounce her name properly.

"Is Homu going to be living with us?" He asked as Madoka helped him into his booster seat.

"No honey," Junko replied as Madoka helped Pol set the table. "She's just Madoka's new friend who we're going to be having over for dinner every now and again."

"That won't be necessary," Homura said but Junko ignored her assurances.

"She's pretty," Tatsuya said cheerfully.

"I think you have an admirer," Madoka giggled. Homura's blush somehow became even redder in response.

"Slow down there kid," Junko said giving Tatsuya a pat on the head. "She's a bit older than you. Pol you mind turning on the news?"

"Not at all miss," Pol said as he put down the last plate.

Madoka's father took his seat while Pol picked up the remote and switched the TV on. Pol changed it to the local news right in the middle of a story.

"_The magical girls who held off the Witch have been identified by police as Madoka Kaname and Homura Akemi._"

Everyone's eyes shot to the tv as images of Homura and Madoka appeared next to the new anchor. To Madoka's surprise Homura was wearing red rimmed glasses and her hair was braided into two tails. If the situation wasn't so serious she would have called it cute.

"_Neither remained on scene to provide comment though on behalf of everyone here at the studio thank you, both of you. You saved a lot of lives_," the news anchor said with a smile.

"Gee thanks a bunch," Junko muttered.

"I wish they could have used a better picture," Homura said tersely.

"I thought it looked nice," Madoka said trying to be positive.

"_Other Witch related news is not as pleasant I'm afraid__,_" the news anchor said.

"That was pleasant?" Junko asked rhetorically.

"Honey you're arguing with the TV again," Tomohisa said as he and Pol served up dinner.

"Sorry."

"_Federation Scientists and researchers have confirmed that based on the recent spikes in Witch attacks that a Walpurgisnatch is imminent__,_" the news anchor said gravely. "_And will be striking Japan._"

Junko dropped her fork, Tomohisa froze, and Pol's eyes widened in alarm.

"Oh no," Junko whispered throwing a quick look of fear at Madoka.

"_Authorities have advised that citizens remain calm and await further information,_" the news anchor continued. "_In response the Federation is dispatching a task force under the command of Britannian Eleventh Prince Lelouch vi Britannia._"

An image appeared next to the news anchor. The Prince was certainly striking and to Madoka's surprise fairly young. He couldn't be older than seventeen or eighteen. He had mid length jet black hair and almost heart shaped face. His eyes however made Madoka feel uneasy, they were a deep violet calculating and reserved.

"A Britannian prince?" Junko snorted. "That will go over well."

"_The Prince and his troops are expect to arrive in Japan within the week,_" the news anchor said. "_In a statement to the press Prince Lelouch said that he hopes to "resolve the situation as smoothly and with as little harm to life and property as possible." Whether this will prove to be true is yet be seen._"

The news anchor shifted her papers.

"_Coming up, the local leaders weigh in on the unemployment rate after the break._"

Silence held sway over the table while the commercials played. Madoka stared it her food picking at it slowly. She could feel her parents and Pol watching her, their fear and worry radiating off of them. She looked over to Homura but she was eating in silence, her face inscrutable.

"Mom, dad," she said taking a deep breath before looking up. "We'll be okay. I promise."

The two shared a look. Even without telepathy Madoka knew a silent conversation was going on. No words simply or magic, simply understanding of one another. Then her mother sighed.

"You better be," she said closing her eyes. "Or you're grounded for the next year."

Madoka allowed herself a small smile.

"Yes mom."

**-Fantasia-**

The next morning Madoka meet Sayaka and Hitomi at the usual place. Homura had arrived as well and claimed that Madoka had invited her to come along. Madoka had not actually done so but was willing to cover Homura's lie.

As the four of them walked to school Madoka noticed just how unusually quiet everyone was. Sayaka looked rather put off by something and Hitomi was throwing worried looks at both she and Homura whenever she thought Madoka wasn't looking. It didn't make her feel much better.

"Something wrong?" She asked hoping to provoke one of them into speaking.

"Oh no," Sayaka said her voice dripping with sarcasm. "Nothing is wrong just some pretty boy Britannian Prince coming to take care of us 'poor dumb Japs'."

"Sayaka," Hitomi said frowning at her.

"What the hell are those morons in the Federation thinking?" Sayaka continued ignoring Hitomi. "Do they actually think people are going to be okay with them handing over our security to the same people who brutalized us for half a century then invaded us?"

"Sayaka," Hitomi repeated.

"Hey I lost family to those bastards," Sayaka shot back. "My grandparents were shot for protesting, most of my aunts and uncles were killed in their purges, and my dad's in a wheel chair because he fought them. I have a right to be upset about this!"

"Yes you do," Hitomi said sharply. "But in case you've forgotten it's magical girls that will have to do most of the actual fighting. So be a little considerate."

"It's okay Hitomi," Madoka assured her. "I just wanted to know what was wrong."

Hitomi grimaced.

"How are you feeling?" She asked.

"Fine," Madoka replied. "We'll deal with Walpurgisnatch when it comes."

"It's not just that," Hitomi said warningly. "People are going to be treating you differently, you and Homura. Sayaka and I are your friends and I know what it's like to get odd looks or have people talking behind your back."

"Mami told us about all of this," Madoka replied. "I'm sure we'll be fine."

"Hey if anyone messes with you they'll have to go through me," Sayaka said smiling.

Hitomi frowned but said nothing more.

The rest of the walk to school continued in silence. When they arrived however Madoka quickly realized Hitomi hadn't been lying. As soon as they walked through the front gate she saw people throwing quick looks at her before looking away and whispering with their friends. Other students would take abrupt turns to avoid crossing her path.

She was already tired of it by the time they reached class and took their seats. Home room went by mostly as it had before though Madoka could still feel people tossing odd looks at her while she was working. Neither she was nor Homura called upon in class.

Math came next and it was just like home room. Neither she nor Homura were called upon to do any work on the board and other students threw them nervous looks as though they would suddenly go mad. Of course when she tried to speak to any of them they were polite but brief as though they wanted to spend as little time around her as possible.

Physical Education was next and this time there was a noticeable change. Before she could step into the locker room the teacher pulled her aside.

"Sorry Madoka," she said apologetically. "But I'm afraid you can't take part in today's activates."

"Why not?" Madoka demanded confused.

"Its school policy," she answered as gently as she could. "Because of your abilities your results would be considered suspect. For the sake of fairness to the rest of the students you can't participate."

And so Madoka was shown to a small classroom. It was quiet unlike any other classroom Madoka had seen before. There were old books on the shelves at the back and only a few desks. Tables lined the walls covered in strange instruments and devices. Strange glowing runes were scrawled a long the walls close to the ceiling. Madoka felt a faint buzzing noise in her head, one she couldn't place.

"Hello Madoka," Mami said from a seat near the far wall.

"Mami," Madoka said surprised.

A moment later Homura arrived, her eyes scanning the room.

"Mami," she said by way of greeting.

"Homura," Mami replied. "Welcome to the black room.

"The black room?" Madoka asked.

Mami motioned to the desks. The two took seats close to Mami, the buzzing noise still in Madoka's head.

"The black room," Mami began, "is a special classroom used for students with magic. For study and test taking so we don't cheat on exams."

"Where is everyone else?" Madoka asked.

"Most families with magical children send them to private schools," Mami replied. "Exclusive to magic users. So this room is just for those who discover magic later in life or magical girls like us. So the room is usually pretty empty."

"Where's the teacher?" Homura asked.

"He usually runs a bit late," Mami replied. "So how have you two been?"

"Adjusting," Madoka answered.

Mami gave a nod of understanding.

"I'm sorry your names and faces got out," she said. "I tried to convince the police to keep it quiet but apparently the information leaked out."

"How long is everyone going to be like this?" Madoka asked. "Acting like I'm a time bomb or something?"

Mami gave her a pat on the shoulder.

"People just need to adjust," she replied. "Most will come around in a few days, maybe a week or so at most. Once it becomes clear you're still the same person they've always known they'll relax."

"I guess," Madoka said glumly.

"Tell you what," Mami said. "How about you come with me tonight to go Witch Hunting?

At that moment the door burst open and a middle aged man with a small mustache and black hair rushed inside.

"Terribly sorry everyone," he said. "Got lost on my way down from the faculty lounge."

He dropped himself down into the teacher's desk with a small sigh.

"Right, so for the two of you new girls," he said. "My name is Saito Aizawa, I'll be your instructor slash baby sitter for the foreseeable future."

"Good morning professor," Mami greeted.

"Miss Tomoe," he said brightening. "Always a pleasure. I trust you have familiarized yourself with our two new associates?"

Madoka was not entirely sure what to make of Mr. Aizawa. He seemed to be all over the place, wildly shifting moods and temperament. What she could say was that he was energetic.

"So a little about myself for you two," he said rubbing his hands together. "I was born here in Mitakihara but studied abroad primarily in Europe; Dalaran, Beauxbatons, a brief stay in Silvermoon for an exchange program, all over the place really. I got certified in Education and took up teaching here ten years ago, most of that being rather boring."

Then he slammed his hands down on the desk.

"So how about you miss pink?" He asked, pointing to Madoka.

"Umm..." Madoka started rubbing the back of her head. "My name is Madoka Kaname..."

"Skip ahead we all know that part," Mr. Aizawa ordered.

"I was born in Mitakihara," she said quickly. "I've lived here my whole life. I live with my parents Tomohisa and Junko Kaname, my little brother Tatsuya, and live in help Pol. I've been a magical girl for about two days now."

"That's better," Mr. Aizawa said firmly. "How about you miss Akemi?"

"I was born here in Mitakihara," Homura said dispassionately. "I've lived most of my life in and out of hospitals. I have no living family that I know of. How long I've been a magical girl is my own business."

"She said the same thing to me yesterday Mr. Aizawa," Mami said. "I don't think you'll get much more from her."

"Fair enough," Mr. Aizawa replied crossing his arms. "I like a challenge."

**-Fantasia-**

'_Watch your left Madoka,_' Homura said telepathically as she gunned down another familiar.

Madoka heeded her warnings just in time to avoid and attack which would have taken her head off. She cartwheeled back through the air and landed lightly on her feet. She then brought up her bow and snapped off an arrow which cut right through the familiar and into another behind it.

After school the two of them had taken Mami up on her offer to go Witch hunting with her. To Homura it made practical sense. Madoka was inexperienced and thus needed all the help she could get. Mami was perfect for the job.

They had stumbled upon this nest of familiars when they had seen a woman attempt to jump off a building. Mami had caught her with her ribbons before she hit the ground. While there was clearly no Witch here there were still a ton of familiars.

'_Homura behind you_,' Mami warned her.

Homura came about raising her shot gun. One blast later and the familiar exploded. She worked the pump action picking a new target and then firing again. Another familiar went down but three more came charging towards her. She worked the pump action again but knew she was empty. Her shield clicked and everyone and everything stopped moving.

Homura could freeze time for one minute and thirty seconds on average. She could freeze it for longer but doing so cost her a great deal of magic. Anything she touched or was directly connected to would also be able to move within the frozen time so long as they were connected, the floor or ground didn't count. The actual time it took for her power to take full effect was only a third of a second.

She took a breath took a moment to survey the situation. Only about a dozen familiars were left out of the horde they had started with. Mami was shifting her target to one having already shot at another. Madoka meanwhile had drawn another arrow taking aim at a familiar. Homura had noticed that the longer Madoka took to form her and draw her arrows the more powerful they were, over penetrating and taking out multiple targets. The floor was littered with small black cubes that had once been familiars. She had seen them drop from Gertrud's familiars the previous day though she hadn't made much of them.

She reached into her shield rummaging around for more shot gun shells. Nothing. No matter she had other weapons. She pushed the shot gun away into her shield and rummaged around for another weapon and drew out an FN Minimi, a Belgian made light machine gun. The ammo belt was almost completely spent however. She reached back into her shield searching for a fresh one. Nothing.

Suddenly Homura realized she might have an actual problem. Her time was almost up however. With no time to search for a new weapon she brought up the LMG. A moment later with a light ding from her shield time resumed. She opened fire mowing down the three familiars advancing on her as Mami's first shot hit home and both she and Madoka fired again.

Homura turned on another pair of familiars and mowed them down. A second later her belt was empty.

'_I'm out._'

'_That's okay, we can finish this_,' Mami replied firing off two of her muskets at once. A moment later Madoka took down the last familiar with a quick well placed shot.

Homura returned the FN Minimi to her shield. As she did her foot nudged one of the small black cubes. She leaned over and picked it up.

"What are these things?" She asked.

"Grief cubes," Mami replied. "Familiars drop them. They are like grief seeds but not as powerful." She picked up one of the cubes herself and reverted to her school clothes, her soul gem appearing in her hand. "Watch."

She then placed the cube right next to her soul gem. A faint amount of darkness passed from her Soul Gem into the cube.

"They do about one percent of the work of what a proper grief seed could do," Mami explained. "But they are easier to get and mean that even if magical girls work in groups so long as we're careful everyone can keep their soul gems clean."

"That's awesome!" Madoka exclaimed with obvious delight. She picked up a cube herself and reverted to her school clothes. She then did as Mami had summoning her soul gem to her hand and placing the cube against it. As before a faint amount of darkness left her soul gem.

Homura noticed however that Madoka's gem didn't look all that dark to begin with despite the amount of Magic Madoka had been using. This was unusual given Madoka's immense power in previous timelines. Before now Madoka had been an instant expert at being a magical girl about to destroy powerful witches with a single attack but now she struggled with familiars.

"I suggest you both stock up a bit," Mami said breaking Homura's train of thought. "Grief cubes may not be as useful in a fight as a grief seed but they last longer and are better for your long term stability."

Homura reverted to her school clothes and pressed the grief cube in her hand to her soul gem. As with Madoka and Mami a thin amount of darkness seeped out of her soul gem into the cube. It wasn't much but it would keep her stable.

"I think that's about all we should do for tonight," Mami said. "Collect the grief cubes and we'll leave."

They spent the next few minutes picking up all of the grief cubes they could carry. Homura put them in her shield while Madoka stuffed her own into her back pack. Mami meanwhile had brought along a messenger bag to carry her own supply. Once they were done they began the walk home.

"So what are we going to do about Walpurgisnatch?" Madoka asked.

"Hopefully it won't end up being in our area," Mami answered. "Odds are though we will end up being called up to help. It's going to take a lot of magical girls to bring it down."

"Aren't the military going to help though?"

"They will try," Mami said with a sad smile. "But there is only so much a conventional military can do against a Walpurgisnatch. Just ask Germany."

"Why?" Homura asked. "What happened?"

"Back during the second world war the Nazis had outlawed being a magical girl and magic in general," Mami explained. "With all of the horrible things they were doing they created a Walpurgisnatch. With no magical girls to fight it the regular army had to face it and they lost a third of their military trying to bring it down."

Madoka visibly grimaced. Somehow though Homura wasn't surprised. Given how much stronger the witches suddenly were and how little affect her own weapons had had on previous battles with Walpurgisnatch.

"We will be fine," Mami said reassuringly. "So long as we stay together and keep our heads."

Unbidden a memory of Mami's death in the previous timeline came to Homura's mind at this remark.

**-Fantasia-**

Sayaka flopped down on her bed. It had been a long and somewhat lonely day. After Madoka had been pulled from physical education she had seen little of her for the rest of the day. She understood why but that didn't change how she felt.

Then there was the imminent arrival of the stupid Britannian Prince. How could the Federation or the government allow something like that to happen? Didn't they realize they were throwing a match onto a powder-

'_Evening Sayaka Miki._'

Sayaka jumped out of bed with a start. She scanned her bedroom until sure enough she found the little white creature sitting on her windowsill staring at her with its large red eyes.

"What are you doing here?" She asked warily.

'_May I come in,_' it asked? _'I would like to speak with you._'

"Sorry," Sayaka replied. "I think you're fine right there."

'_Very well then,_' Kyubey said. '_I wanted to talk to you about Madoka Kaname._'

"And what exactly do you want to know?" Sayaka asked sitting back down on her bed.

'_Both she and Homura Akemi are anomalies_,' Kyubey began. '_As far as I know they didn't make a contract with any of the other incubators__._'

"Maybe one of them is lying to you," Sayaka said lying back down.

'_That is impossible_,' Kyubey replied. '_We are incapable of lying._'

"Oh please," Sayaka said rolling her eyes. "Don't act like I'm seven years old. Everyone knows you guys can lie, don't even bother calling it being 'economical with the truth'."

'_We are incapable of doing so with one another,_' Kyubey replied. '_Unlike you mortals we share a singular conscious thought. Lying to one another or being 'economical with the truth' is impossible with us._'

Sayaka frowned sitting back up.

"What exactly are you saying?" She asked.

'_What I am saying is that Madoka Kaname and Homura Akemi could not have made their contracts with an incubator_,' Kyubey answered. '_Their powers have come from some unknown source_.'

"And what exactly does that have to do with me?" Sayaka asked.

'_Well for one I would like you to keep an eye on them for me,_' Kyubey said. '_Also I would like you to make a contract with me and become a magical girl._'

"And why would I want to do either of those?" She asked. "Madoka is my friend and my life is fine."

'_Madoka's life might be in danger,_" Kyubey answered. "_Aren't you the least bit curious about how she gained her power?_"

"All that matters to me is that she has them," Sayaka replied. "I'm not going behind her back to do your dirty work and you didn't answer my other question. Why would I want to become a magical girl?"

'_I am not telling you to do anything_,' it answered. '_However there must be something you wish for something beyond your reach?_'

For a moment Sayaka thought of Kyousuke, lying alone in his hospital bed with his ruined hand. She shook the though away however, Kyousuke said the doctors were trying a new treatment on him. If it worked he might regain the full use of his hand. It had to work.

"Beat it bunny-cat," she said lying down again and rolling over onto her side, putting her back to incubator. "You're barking up the wrong tree."

'_Very well then,_' Kyubey said. '_But if you ever feel like making a sacrifice for the fate of the universe call me, I'll be waiting._'

Sayaka threw her throw pillow at the window. It bounced off with a dull thump and fell to the floor. She rolled over to see that Kyubey had gone however. Kyubey's words however lingered in her mind unwilling to be silenced. Madoka's life might be in danger.

**-Fantasia-**

Homura flicked on the lights for her living room. Mami had dropped them each off in turn starting with Madoka. Homura had only just gotten home from the witch hunt. Now however, the real work began.

She made her way to the coffee table and summoned her shield. Then she began to extract her assorted weapons and the ammunition from the shield. The FN Minimi, her Desert Eagle, a Beretta 92fs, a Remington 870 shotgun, a Howa Type 89 assault rifle, three AT4 anti-tank rocket launchers, a RPG-7, four M26 fragmentation grenades, five claymores, seven flash bangs, about ninety pounds of C-4, six of her old homemade pipe bombs, and...

She frowned and then pulled out the long thin object, it took her a moment to realize just what she was looking at. It was the battered old golf club she'd used to first demonstrate her powers to Madoka and Mami. For some reason she couldn't help but smile as she set the club aside. She'd never actually used it in combat, she had forgotten she even still had the club in her shield.

She then began to count the amount of ammunition she had left. Four magazines for the Desert Eagle, three for the Beretta, two for the Howa with seven extra rounds, one rocket for each AT4, and two warheads for the RPG. She had no more shells for the shot gun or any rounds for the FN Minimi. She only had one hundred twenty five bullets and five rockets.

She frowned again sitting down on the couch and contemplating her limited arsenal. If she was careful she could kill maybe two or three witches provided she could out maneuver the familiars. She had nowhere near the amount of ammunition she needed to deal with Walpurgisnatch however.

The trouble was that she was having trouble acquiring new weapons. Previously she had stolen from the Yakuza or JSDF, to acquire her arsenal and ammunition. In this world however she had hit a metaphorical brick wall.

For one the local Yakuza seemed to have been broken up so time ago. The usual hideout they had used had been deserted, the place now an actual laundry mat rather than a front business. Even then the Yukuza had only provided her with only a small amount of her weaponry. With Japan's strong gun control laws her ability to steal easy ammunition was restricted. She was honestly surprised the police weren't kicking down her door to take her weapons away.

Stealing from the JSDF or the police was even harder. Security for their armories and evidence rooms was dramatically increased. Most of the new security was palm print or electronic. The passwords she had used in the past were useless, trying to rob a gun locker in a police station in a little over a minute was almost impossible.

She had spent the last five days trying to restock her armory and keep Kyubey away from Madoka. Neither objective had been meet; Madoka had become a magical girl nor had she been able to steal any weapons. The fact was simple, she needed a new source of guns. Likely a legal source.

That meant she had home work to do.

She collected her depleted arsenal and returned it to her shield before going to her bed room. It was sparse, given how little time she had spent at home due to her frequent hospitalizations. She had a bed and a dresser, the dresser almost bare beyond her school clothes and a few other items. A book shelf was in one corner crowded with a wide and varied array of titles, having been bed ridden so frequently books had been her only friends until she meet Madoka. She hadn't picked any of them up off the shelves since the third timeline however. There was a bed side table with a clock and a lamp, then there was a desk with a chair where she did her homework and had her computer.

She sat down at the desk and booted up her computer. She opened up her browser and then entered a simple site address, . As the site opened up she took a moment to consider what she should start with. So many questions and so many things to consider decided to start with the most important one.

Magical girls.

* * *

><p><strong>Ranger24:<strong> And that's the chapter. More crossover elements are leaking in however they won't move onto the main stage until next chapter. Please leave any comments, advice, or angry rants in the review section see you in a week.


	4. Chapter 4

**Ranger24**: Almost didn't get this up in time. Damn you college finals!

* * *

><p>Chapter 3: The Prince and the Witch<p>

Disclaimer: I do not own any of the characters or properties used in this story. They belong to their respective creators and companies, please support the official release.

"Alright that's all of them," Mami said lowering a musket.

Madoka wiped the sweat from her forehead before changing back into her school clothes, her Soul Gem reverting to its ring form. Homura returned a pistol to her shield and then reverted as well. Mami was the last to change back.

It was Madoka's second night of witch hunting with the pair and once more they had only found familiars. It was a smaller group than the previous night but it had still been a challenge. Homura hadn't been doing nearly as much fighting as she had the previous night.

At the same time Madoka was getting better at fighting and she knew it. Creating arrows had become almost instinctual now and she had been able to fire multiple arrows at once now. She still had no idea what her powers were but she was sure that would come with time and practice.

"You both did very well," Mami said approvingly as they began to collect the grief cubes that had fallen. "Especially you Madoka."

"Thanks," Madoka replied with a smile.

"I think we should call it a night though," Mami continued. "We all could use some sleep."

"Actually," Homura said suddenly joining the conversation. "I was hoping Madoka could come home with me?"

"Sure," Madoka replied with a shrug. "Is this going to be an all-night thing or just quick?"

"It will take some time," Homura answered. "You should probably call your parents."

"Having a little slumber party Miss Akemi?" Mami asked with a small smile.

"Of a sort," Homura replied.

Mami shrugged.

"Well don't let me keep you then," she said. "I'll see you at school tomorrow."

"Okay," Madoka said. "Have a good night."

"You too," Mami replied before walking off.

Madoka fished around for a minute in her back pack before she pulled out her phone. She hit the speed dial for home and waited a few moments, listening to the ringing.

"Hello?" Tomohisa asked.

"Dad," Madoka answered. "It's Madoka, is it okay if I spend the night at Homura's?"

"So long as you get to school on time tomorrow," he replied. "I can have Pol bring you some things if you'd like?"

"That would be great, thanks dad," Madoka said.

"You two have a good night okay?" He said. "I love you Madoka."

"I love you too dad," Madoka replied. "Bye."

"Bye."

She ended the call and put her phone away.

"Ready?" Homura asked.

"Yep," Madoka replied. "Let's go."

It took them about a half hour to walk to Homura's little town house. Homura lead her into the living room which was almost exactly a it had been in the previous timeline accept there were fewer newspaper clippings and copies of occult texts on the wall. Homura seemed to have only just gotten started with that project.

"Make yourself at home," Homura replied. "I'll get some dinner thrown together for us."

"Okay," Madoka replied setting her back pack down beside a chair. As she did the doorbell rang. "That'll be Pol."

She went back to the front door and sure enough there was Pol carrying a suit case.

"Door to door delivery service," Pol said with a smile. "Thirty minutes or less or your money back."

"Thanks Pol," Madoka said taking the suit case and giving the old elf a one armed hug.

"I got your clothes, a blanket, and your toiletries all in there," he said returning the hug. "You have a good night okay?"

"I will," Madoka replied. "Thanks again Pol."

She said good bye to Pol and then went back to the living room. Homura was still in the kitchen however and stayed there for several minutes. When she came back she was carrying two platters of rice, vegetables, and some chicken.

"I'm afraid its frozen entrees," Homura said setting down both platters at the coffee table. "I really haven't had time to do much shopping and because of my heart condition I never really kept a well-stocked pantry."

"Its fine," Madoka replied before digging into. "So what did you want to talk about?"

"Have you noticed that you can suddenly remember things that you didn't have any previous knowledge of before this timeline?" Homura asked.

"Yeah," Madoka replied. "Here and there, but it's mostly just a basic understanding. I don't know why it happens."

"That's because of how time travel works," Homura replied. "Like Kyubey said, our bodies are just hardware, what matters are our souls. Our souls are what travelled to this new world and timeline."

"How do you know that?" Madoka asked.

"Because every new timeline I still have braids, a heart problem, and glasses," Homura replied. "Every new timeline I have to fix my eyes and my heart with magic."

"What about the braids?" Madoka asked remembering the picture of Homura that had been on the news the other day.

"That's just a preference."

"I thought you looked cute with braids."

Homura blushed.

"So what about everyone else?" Madoka asked. "I mean are the people I'm living with the same people who raised me?"

"I have a personal theory about that," Homura replied. "Something once again extrapolating from Kyubey. You see every time I reset time the burden of karmic destiny on you increased. My actions in previous timelines thus had some carry over to a new timeline. It likely has always been not just the same people but the same Soul every time."

"I'm not sure I follow," Madoka said with a frown.

"It's not easy," Homura agreed. "I'm not even sure it's true myself."

Madoka crossed her arms and thought for a moment.

"Maybe you're right?"

"Hm?"

"Last time," Madoka said hesitantly. "Right before I woke up on the day I meet you I had this dream. You were there and so was Walpurgisnacht and Kyubey."

Homura watched her carefully.

"You were losing," Madoka continued. "It threw a building at you and you were in trouble. Kyubey offered to make a contract with me..."

"I remember that," Homura whispered.

"You do?" Madoka asked. "You mean that actually happened?"

"Yes," Homura said quietly. "It was one of the early timelines."

"Homura," Madoka started. "How many times have you tried to save me?"

"I lost count," Homura replied. "Somewhere around ninety or a hundred. If I hadn't kept rewinding time I should be in my twenties."

"I'm sorry," Madoka said staring down at her lap.

"It's okay," Homura replied. "I'm glad you shared this with me."

Madoka looked up and saw that Homura was smiling.

"You've confirmed my theory," she continued. "The people you live with are still your parents, the same people who raised you and have cared for you."

"And what about all of the changes?" Madoka asked. "What's with the elves? Or this Federation? Or Britannia?"

"I was getting to that," Homura assured her. "Remember how I told you before how there were small changes to events in previous timelines?"

"Yeah?"

"Have you ever heard of something called the butterfly effect?"

Madoka shook her head.

"It's a concept," Homura explained. "Small changes, can have noticeable results. Metaphorically speaking, imagine if the whole universe was a pond."

"Okay," Madoka said slowly.

"Imagine every time I went back to try and change your fate someone drops a small stone in that pond," Homura continued. "Those stones make ripples and displace some of the water as they enter the water. Now imagine if someone drops a big boulder into that same pond."

"It would displace a lot of water?"

"Exactly," Homura said with a nod. "You were that big boulder and when you started this new timeline you displaced a lot of things. So much so that some of that water may have been lost for good and had to be replaced with new water. You changed the world simply by existing."

Homura pushed away her empty platter before continuing.

"Those changes start more than ten thousand years ago," Homura explained. "Have you ever read the works of JRR Tolkien?"

"No," Madoka admitted.

"Well somehow you wish made his works close to, if not completely, real," Homura explained. "Elves, dwarves, magic, they all exist in this world and are a part of our history. Tolkien himself in this universe did not write his novels, he merely translated and organized the historical accounts from their original format into an easier to read and translate format."

"So there are more elves in the world?"

"Yes," Homura replied. "Though it seems they have fallen a long way from what they were more than ten thousand years ago. They can be broken up into a series of sub-groups; the Asur, the Druchii, the Asrai, the Elvhen, the Kael'dorei, the Quel'dorei, and the Sin'dorei. Out of all of them however the only ones doing well in this modern age are the Sin'dorei."

"What do you mean?" Madoka asked.

"Well the Asur," Homura continued, "are the closest to what you would find in Tolkien's writings and are incredibly gifted with magic, but they shunned advanced technology for centuries. They only modernized when their primary enemies, the Druchii modernized their own forces. They also have a very low birth rate, zero to no population growth. The Druchii are notorious pirates and slavers so they have few friends or allies and are basically a third rate power. The Asrai have been shut-ins for thousands of years and fell behind everyone. The Elvhen were enslaved by humans thousands of years ago and lost much of their culture, history, and their immortality. The Kael'dorei are barely counted as elves by other elves, fell behind in technology, and have a low birth rate. The Quel'dorei are a minority even among elves and don't even have a nation of their own."

"And the Sin'dorei?"

"Became paranoid and joined a group of non-human races called the Horde. While most of the Horde races no longer have their own country the Sin'dorei do still control their homeland and have kept up with modern technology."

"What about Britannia?" Madoka asked.

"That doesn't go nearly as far back," Homura replied. "Apparently when Caesar attempted to invade Britain the locals united under a single super king named Eowyn. He drove Caesar out and established a single kingdom in Britain. Most of British history continues as normal from there on out until Queen Elizabeth the first who had an illegitimate son who she named her heir. Henry the ninth, her son continued the Tudor line until the Napoleonic Wars. The rule then passed to the House of Britannia who have ruled ever since."

"Okay..."

"House Britannia has kept the British Empire going," Homura explained. "In the timeline we remember the British Empire began to dissolve after the Second World War. While some former territories like India are now independent Britannia still controls Canada, New Zealand, and many other territories. Unlike the Britain from the original timeline they haven't lost their imperialism and other nasty traits the British Empire had."

"So what exactly happened between Britannia and Japan?"

"A lot," Homura replied. "Do to all of the new races Russia never unified into a single country, because of this the Second World War took far longer to bring to a close. In that time the Britannians invaded the southern islands of Japan, taking most of Kyushu and Shikoku. When the Americans used the atomic bomb and Japan surrendered, Japan was split in two. The United States controlled most of Honshu and all of Hokkaido but the Britannians ruled everything South of Kyoto with the exception of Okinawa."

"What happened then?" Madoka asked.

"While the Americans rebuilt and helped modernize their area of control much like in our original timeline, the Britannians exploited their territories," Homura explained. "They called it Area Eleven, and they did many terrible things."

"Sayaka said something about riots and protests the other day."

"The Sakura massacre," Homura said grimly. "A series of protests across southern Japan in the late eighties that turned bloody when the Britannians cracked down. Thousands of people were killed or injured and the resulting international pressure forced the Britannians to give up their holdings. That wasn't the end however. Do you remember something called the August war?"

Memories suddenly flashed into Madoka's mind. Her parents and Pol gathering emergency supplies. Soldiers patrolling the streets and sirens wailing endlessly.

"Kind of," she admitted. "Nothing concrete though."

"Japan has the largest deposits in the world of a rare mineral known as Sakuradite," Homura explained. "Sakuradite is most commonly found along the ring of fire and other areas of high tectonic activity. Its highly unstable in liquid form but when refined it produces one of the highest efficiency materials in the world. Britannia uses it to produce high efficiency super conductors which they have used to basically eliminate their dependency on coal and oil."

"What does that have to do with the August war?" Madoka asked.

"Everything," Homura replied. "Because of Britannia's dependency on Sakuradite maintaining a steady supply is critical to their economy. Many people in Japan still hold a grudge against Britannia for its actions during its rule over southern Japan. Back in 2004 the Government dramatically raised the price of Sakuradite sales to Britannia. The Britannians struck back in August and by the end of the month had Japan on its knees. However international pressure got the better of the Britannians once again and they had to back down. The price was set back to reasonable levels but Britannia never paid any reparations to Japan for all of the damages inflicted during the war."

Madoka stared at her empty platter for few minutes just processing everything. She thought back on what Sayaka had said before about how much her family had suffered and lost because of Britannia. She suddenly wondered if her wish had only made things worse.

"What about the Federation?" She asked.

"The Federation was formed after the second world war," Homura explained. "It's the military arm of United Nations, similar to NATO. You may have noticed technology is noticeably far more advanced than it was in the original timeline. Because of various factors technology advanced far more rapidly than it did before. We had simple powered flying machines back in the late 1500's, in 1903 the Wright brothers went to the moon rather than invented powered flight. Charles Lindbergh was the first man to achieve FTL speeds."

"Wait what?" Madoka said confused.

"What?" Homura asked.

"How?" Madoka asked. "How did we suddenly have flying machines almost five hundred years ago and then we go faster than the speed of light in the twenties?"

"You underestimate humans," Homura replied. "People had ideas for flying machines and other things we take for granted long before they were invented. The difference is that they lacked the technology or resources to produce such devices. Besides we had ideas from whole other races to work off of."

"Okay," Madoka said. "What then?"

"For the next two years there was a massive jump into space beyond our solar systems," Homura explained. "There had already been in system colony projects for mining and research and others out of system but they required magic to reach, portals and such but now there was a huge boom. Hundreds of colony ships were launched by pretty much every country on Earth seeking to carve up their own strip of space. The problem was that this growth came to fast and helped kick off the Great Depression. Colony projects dried up and millions of people were left stranded far from Earth. It wasn't until after the Second World War with new technology and the Federation that colonization resumed. Though not without incident."

"What happened?" Madoka asked. "Aliens?"

"Not yet," Homura replied. "You're about twenty years ahead."

"Seriously?"

"Yes," Homura answered. "But the real problems was that more than a few of those colonies that had been left behind when the Depression hit were still standing. Most were not eager to abandon their independence to join back with people who had abandoned them. The Federation developed the UNSC of United Nations Space Command to keep the peace in colonies. The UNSC ended up being rather underfunded in favor of local forces. The colonies began resisting attempts to bring them back into the fold leading to a series of conflicts known as the Insurrection."

"Not a very creative name," Madoka noted.

"Well the Federation mostly didn't care," Homura replied. "They were more concerned with local issues with the orbital colonies. In the seventies however one of the outer colonies, Harvest went dark."

"Aliens?" Madoka asked.

"Aliens," Homura confirmed. "A group of them known as the Covenant. Apparently our very existence offended them so they began a campaign of genocide against every human world they could find. Again however the Federation was busy fighting a war with a group of colonies called the principality of Zeon. The actual main war with Zeon lasted only a year but then there was a series of further conflicts over the next decade. By the time the Federation was willing to pay attention to the war with the Covenant in the late eighties most of the outer colonies had been lost or abandoned."

"What happened?"

"Well the war kept going until right around when we were all born," Homura explained. "We were starting to close the technology gap with the Covenant but the real thing that turned the tide was breaking the Covenant's religious unity. A soldier known as the Master Chief destroyed some ancient holy relic sacred to the Covenant called Halo. The fallout from the destruction of Halo caused a schism within the Covenant which resulted in a civil war. The Covenant leadership collapsed with most of their leaders assassinated. We are officially at peace with the Covenant, or what's left of it, but relations are still strained."

"What then?"

"We spent most of that time recovering from our losses," Homura continued. "There was continued fighting however with the colonies along with the August war. Some of the outer and middle colonies that were abandoned during the war are independent from the Federation and attempts to bring them back are having mixed success."

Madoka was silent for a few minutes processing it all, trying to comprehend just how much she had changed the world, nay the universe.

"Did I do the right thing?" She asked. "Changing everything the way I did? So many people have died because of me."

"I'm not sure," Homura admitted. "I'm not sure there is a right thing. All there is in life is what we want, what we need, and what we do."

"You still think I made a mistake," Madoka observed. "Making my wish?"

Homura looked away from her.

"It was my fault," Homura said. "I got careless and you paid the price."

"Homura," Madoka began.

"It's always my fault," Homura continued. "I made my wish to protect you and every time I've failed. Every time I only..."

Homura gasped as Madoka wrapped her arms around her and pulled her into a hug.

"You need to stop being so hard on yourself," Madoka said gently. "It was my choice to make. I may have made a mistake but I don't regret trying to save you Homura. I would never regret that."

Madoka could feel Homura's tears falling onto her shoulder.

"Madoka," Homura whispered.

"I told you before," Madoka continued. "You are not alone this time, I'm right here with you this time."

After a moment Homura returned the hug, gently wrapping her own arms around Madoka.

"Thank you," she whispered.

"Any time," Madoka said smiling. "So, you got any popcorn? Maybe we can watch a movie and just enjoy the rest of the night?"

"I'd like that," Homura said. "Thank you, Madoka."

**-Fantasia-**

"My prince."

His royal highness eleventh prince Lelouch vi Britannia, seventeenth in line of succession and Viscount Linley looked up from his tablet and the files he had been reviewing. The seventeen year old Prince was on his private jet accompanied only by a small escort of guards and his personal retainers. One in particular stood before him, his personal champion Margrave Jeremiah Gottwald.

The twenty eight year old towered over Lelouch, who was himself about five foot ten at about six foot four. His turquoise hair styled and worn short to give him the appearance of a dashing officer. Jeremiah was more of a family retainer in truth though he primarily served Lelouch. Jeremiah was a devoted and loyal servant, a rare find amongst the nobles of Britannia.

"Yes Jeremiah?" Lelouch asked.

"The pilot has informed me that we will be landing shortly at Yokota Air Base," Jeremiah answered.

"ETA?"

"Ten minutes."

Lelouch nodded.

"Have everyone prepare for landing," he ordered. "We may be coming to help protect Japan but that doesn't mean someone might not try to take a shot at us. We don't want a repeat of Arcadia."

"I have already made the preparations my prince," Jeremiah assured him. "If anything happens we will be ready."

Lelouch nodded. "Dismissed."

Jeremiah bowed to him and quickly left Lelouch to himself.

Lelouch had commanded men and women at war for the better part of a year, ever since his sixteenth birthday when he had been given his own fighting force and shipped off to war to prove himself. Said wars had been a series of bush wars and insurgencies in the colonies, trying to assist the UNSC in regaining control of humanities far flung colonies. A tiresome, labor intensive, and thankless chore.

Prior to the Covenant war, humanity had colonized nearly eight hundred star systems starting in the sixteen hundreds with portal based expansion in small leaps and bounds before the development of faster than light travel in the twenties. Even before that there had been some experiments with portals and a few odd cases of humans appearing on far flung worlds having lived there for centuries. After the colony boom and the end of Second World War there had been a little over one trillion humans in the galaxy with ten billion of that in the Sol system alone. Then the Zeon and Covenant wars came more than a third of that had been wiped out in a matter of decades. Three hundred billion dead at least.

The UNSC had been forced to abandon the outer colonies and many mid rim colonies to protect the more valuable inner colonies. Then they had pulled back to just the inner colonies. That had left about thirty billion people to die. The precise number of humans in the galaxy was now a matter of debate and conjecture as census data was confused and incomplete.

By luck or perhaps providence the Covenant had missed dozens of worlds in the middle and outer colonies. When the UNSC came back however many were not pleased to have been left behind. Left to their own devices some had seen uncontrolled population explosions, formed their own governments, and built their own fleets. Many had refused to return to fold under the protection of Earth, some violently.

So off Lelouch and many others had gone into the middle and outer colonies to put down rebellions and assert the authority of the Federation and the UNSC. He could barely call them proper wars however, most such world had either resisted with small or obsolete ships if they had ships at all and their ground forces were more of militias than proper armies. Most fell back on asymmetric warfare to try and bog down the better equipped and larger UNSC forces resulting in long slow counter insurgency operations.

Now he was back on earth, heading back to Japan for once more having visited sporadically since seven years ago when his life had been changed forever. This time he was coming on a mission of mercy, he could only hope that it wouldn't end with his body going home in a box.

All too soon the plane touched down on the tarmac. Lelouch had to stay on the plane for a few extra minutes while Jeremiah and his body guard detail secured the tarmac. He took the time to check himself in bathroom mirror. Rather than the overly showy and sometimes gaudy outfits most of his siblings often sprang for, Lelouch had gone for his navy blue dress uniform.

"Are you ready to go?"

Lelouch turned to find Suzaku Kururugi, a longtime friend of his and the personal knight of his half-sister Euphemia waiting behind him. Suzaku was slightly shorter than Lelouch but had a much more defined and athletic build with brown hair and green eyes.

"Are you?" Lelouch asked.

Suzaku shrugged.

"I guess," he replied. "First time I've been back in a while."

Lelouch nodded understanding.

"You could always go back to London," he suggested.

"And let you get killed fighting a super witch?" Suzaku asked. "No thanks, Euphie would never forgive me."

"That is if Cornelia doesn't have your head first," Lelouch pointed out with a wry smile.

Suzaku grimaced.

"Don't remind me," he muttered.

Once the all clear was given the two stepped off the jet to find a small party waiting to greet them. Lelouch quickly picked out and recognized the key members of the group.

The first was Major General Tatekawi Katase of the JSDF. He was a large greying man with a lined face. He projected strength but Lelouch knew that Katase had gotten his rank via political favors. He was overall a mediocre commander; good for organizing troops, establishing fixed defenses, and handling politics but not much else.

The next however was a more suitable officer, Colonel Kyoshiro Todoh also of the JSDF. Todoh looked like a warrior who had stepped out of the past but rapidly adjusted to modern warfare. He was stoic and collected, a modern day samurai. Lelouch also knew him to be a skilled, aggressive, and creative commander, exactly the sort of officer he liked.

Then there was Captain Bright Noa, a soldier who Lelouch instantly knew he could count on. Noa was a veteran of almost forty years of conflict from the Zeon wars to the Covenant and beyond. His reputation preceded him for his abilities as a leader and at turning whiney teenagers into elite mobile suit pilots.

The last in line however made Lelouch uneasy, General Crozier of the United States Army. Crozier had a reputation for effectiveness and for leading from the front making him popular with his troops. On the other hand Crozier was known to be heavily involved with US Special Forces, the CIA, and all sorts Black Ops, intelligence, and counter intelligence ops. If he was here something was up.

As soon as he was on tarmac they all snapped to a salute.

"Prince Lelouch," General Katase said by way of greeting. "Welcome to Japan."

Lelouch returned the salute.

"It's a pleasure to be back," Lelouch replied. "I wish it was under better circumstances."

"Likewise," Katase agreed.

"I believe you are all familiar with my associates," Lelouch said motioning to Jeremiah and Suzaku. "In such case I suggest we cut straight to the chase?"

Katase nodded and lead them into a limousine. They all clambered in while the guards took positions as escort. As soon as they pulled away from the airport Lelouch resumed the conversation.

"Give me the situation report."

"The public is already responding to the announcement of the coming assault," Katase reported. "They're stocking up on emergency supplies, checking their passports, and other such activities."

"What about the rate of witch and familiar attacks?" Lelouch asked.

"That's more difficult to gauge," Katase said. "Plenty of such attacks go unreported simply because there are no survivors."

"I need a map of all major population centers classified by rates of witch and familiar attacks," Lelouch ordered. "I want it in thirty minutes or less."

"I'll see what I can do," Katase replied picking up the car phone.

"What about our own forces at the moment?" Lelouch asked.

"Officially we have access to all Federation member nation forces in the country," Captain Noa answered.

"And unofficially?"

"We have support in name only," Todoh replied. "Depending on where Walpurgisnacht strikes will dictate how much support the National Diet will be willing to commit."

"I have access to all US forces in East Asia," Crozier replied. "Primarily based in Okinawa, roughly fifty thousand troops with air and armor support."

"The full strength of the Londo Bell Taskforce is available," Noa added. "Three Clop-class Cruisers, the _Ra Cailum_, the _Argama_, and two Paris-class Heavy Frigates, along with complementing mobile suit forces."

Lelouch frowned at this.

"How many are Britannia sending?" Todoh asked.

"My personal forces," Lelouch answered.

"Army Group Vi Britannia," Crozier muttered.

"The very same," Lelouch replied. "Four hundred fifty thousand troops with air, mobile suit, armor, and artillery support."

"I doubt the National Diet will approve of such forces being present," Todoh commented.

"Then the National Diet can pick up some rifles and fight Walpurgisnacht itself," Lelouch said. "We'll need every soldier we can get on the line. I don't think I need to remind anyone what happened last time a conventional army took on a Walpurgisnacht, do I?"

Everyone shook their heads.

"Now then," Lelouch continued, crossing his arms. "What about magical girls?"

"That's difficult to say," Katase said having gotten off the phone. "As it stands Japan has one hundred sixty nine publicly known magical girls spread out across the country though most densely located in the major cities Tokyo having the most at twelve."

"There are also the Pledias Saints," Crozier added. "However they aren't well suited to fighting a witch like Walpurgisnacht."

"Japan has an estimated one hundred and sixty thousand magical girls who remain anonymous," Katase finished.

"A moot point," Lelouch said. "Magical girls are naturally territorial, very few would up and move to wherever Walpurgisnacht is going to strike. Who is the Incubator that handles Japan?"

"It's name is reportedly Kyubey," Katase answered. "By all accounts it's very good at it's job."

"Try to find it," Lelouch ordered. "We are going to need its cooperation if we're going to stand a chance. Also get me a full list of known and suspected magical girls and their current locations, tell them to cross reference it with the map of witch and familiar activity."

"Understood," Katase replied.

The rest of the drive continued in near complete silent, nobody bothered with small talk. It wasn't long before they arrived at the Fuchu Communications Station, Lelouch's temporary headquarters. The party was hurriedly lead inside to a secure briefing room.

To Lelouch's satisfaction the maps and data he had requested were already prepared, on the main table waiting for him. He took his seat at the head of the conference table and pulled the tablet over to himself. His eyes went down the list quickly his brain rapidly processing all of the information presented to him sorting it into three categories; plausible, useful, and irrelevant.

When he was done he tapped an icon in the corner linking the tablet to the main view screen in the room. Then he extracted a stylus from the side of the tablet and stood up.

"Right then," he began. "The first step is to eliminate those areas of lowest activity and fewest known magical girls."

With that he crossed off the northern half of Honshu, most of the smaller islands, and parts of Kyushu.

"From this we narrow it down to a few key regions," Lelouch explained. "Kyushu, Kansai, Chubu, and Kanto. Major population areas with high numbers witch and familiar activity along with multiple magical girls. Of these four however Kyushu and Chubu are the least likely though I suggest we keep an eye on them."

"That leaves Kanto and Kansai," Katase muttered.

"Given the data I believe Kanto is the more likely of the two," Lelouch stated. "I want boots on the ground however, we have seven of the largest prefectures in Japan to search. Focus on areas with high witch activity and with known magical girls present."

Katase frowned.

"That could take some time," he said. "Especially Tokyo."

"Which is why I intend to join the search personally," Lelouch said. "The sooner we get this done the better."

**-Fantasia-**

Two days later Madoka found herself as the first one to arrive at the usual meeting point where she Sayaka, Hitomi, and now Homura would walk to school. She yawned and rubbed her eyes. The previous night while Witch huntin with Homura and Mami they had found not one, but two witches. It had been a long and exhausting fight to bring them both down but the payoff had been worth it as Madoka now had her first grief seed.

Though it was a welcome boon Madoka couldn't help but feel somewhat guilty about the whole thing. She knew that odds were that the Witches they had fought had been a magical girls at some point. Now she was using what remained of the poor girl to keep herself in the fight. It made her feel sick thinking about it.

"For the third time no!"

Madoka whirled around to see Sayaka walking towards her followed by Kyubey.

_'Stubborn of you,_' Kyubey replied, _'and foolish.'_

"Excuse me?" Madoka said getting their attention.

_'We'll discuss this another time,_' Kyubey said before jumping off the path into a bush and vanishing from sight.

Sayaka shook her head in annoyance.

"Thanks for that," she said. "Bunny-cat has been bugging me for days."

"What does Kyubey want?" Madoka asked.

"I'll give you a hint," Sayaka said rolling her eyes.

She then pursed her lips into a tight smile, mimicking Kyubey's perpetual expression.

"Make a contract with me," she said in a very apt immitation of Kyubey's voice. "Become a magical girl and make all of your dreams come true."

Madoka frowned. She remembered all to well the previous timeline and Sayaka's steady collapse. She suppressed a shudder at the memory of Sayaka's increased aggression, disregard for her own safety, and last but not least her terrifying witch.

"I don't think you should become a magical girl," she said warningly.

"What don't want the competition?" Sayaka asked playfully.

"Sayaka," Madoka chided.

"I'm kidding," Sayaka assured her. "I mean sure there are things I might want to wish for but I'm not that desperate."

'Yet,' Madoka thought silently.

"Good morning," Homura said approaching the pair from behind.

"Morning," Sayaka answered.

"Homura," Madoka said quickly. "Kyubey's been trying to get Sayaka to contract."

"Hey!" Sayaka exclaimed. "You don't have to tell the whole town."

"What have you told Kyubey?" Homura asked sharply.

Sayaka seemed caught off guard by Homura's tone.

"I told him to go bother someone else," Sayaka answered. "I get that this is serious but I can take care of myself."

"That's good," Homura said her tone softening slightly. "You'd make a poor magical girl."

"And what's that supposed to me?" Sayaka snapped.

"Sayaka, Homura," Madoka said. "Please don't."

"No I want to know," Sayaka said stepping up to Homura. "What makes you think I'd be a terrible magical girl transfer student?"

"You can't control your temper," Homura answered. "You're to foolhardy and stubborn, traits can spell death for a magical girl."

"How dare-!"

"STOP IT!" Madoka yelled, getting the attention of both of them. "Stop it right now!"

Slowly Sayaka stepped back still scowling.

"Sorry," she said. "I'm in a bad mood this morning is all."

"Why?" Madoka asked.

"Hey!" Hitomi shouted running up to them. "Sorry I'm late, but have you guys heard the news? That Britannian Prince, Lelouch is Mitakihara!"

"And there you have your answer," Sayaka growled. "Let's just get going."

Sayaka started off down the road towards the school. Hitomi frowned looking to Homura and Madoka.

"She's having a bit of a rough morning," Madoka explained before starting after Sayaka.

Once she had her back turned to Hitomi however she opened the mental link with Homura.

_'We can't let Sayaka contract,'_ she said.

_'We may not be able to prevent that,_' Homura replied. _'You know how Sayaka is.'_

_'We could try healing Kyousuke?_' Madoka suggested. _'That way Sayaka won't have to make a wish.'_

_'Unlikely_,' Homura replied. _'Our healing powers are limited to ourselves. Even if they weren't it's debatable if we would even be allowed to see him and try to heal him do you even know what his problem is?'_

_'No,'_ Madoka admitted.

_'Then it is out of our hands,_' Homura replied. _'We can only hope that Sayaka isn't so foolish as to make the same mistakes as she has previously.'_

_'We can still try,_' Madoka asserted as she caught up to Sayaka.

"Stupid pretty boy prince," Sayaka muttered.

"What?" Madoka asked.

"You know who I'm talking about," Sayaka said bitterly. "It's bad enough a Britannian is going to be handling the protection of Japan but worse yet it's one of their stupid princes. Now the whole towns probably going to be flooded with reporters trying to get a picture of him sneezing."

"Okay ease up Sayaka," Hitomi said tiredly.

"I can't help it," Sayaka muttered. "It just gets under my skin."

Madoka had a sudden suspicion that Sayaka's issues went a little nastier than personal and national issues. The idea of Sayaka possibly being racist made her uneasy.

She kept a close on Sayaka all day trying to make sure that she was never alone in a situation where she might be vulnerable to Kyubey. This proved most successful as she didn't see the little white creature all the rest of the school day. She volunteered to walk Sayaka home as well just to be sure.

"So how have things been in the whole witch hunting business?" Sayaka asked.

"Okay," Madoka answered. "Actually had some witches last night."

"Must have been tough," Sayaka observed.

"Kind of," Madoka admitted. "I'm more used to familiars."

"What's the difference?" Sayaka asked.

"Well you use different tactics for dealing with one enemy than when you are fighting lots of them," Madoka explained. "Also I think Homura might be having some problems."

"You mean aside from the attitude," Sayaka said. "Right?"

"Hey she's been through a lot," Madoka said defensively.

"Yeah but she doesn't need to be so harsh," Sayaka replied. "So what is her problem?"

"She wasn't doing as much actual fighting," Madoka explained. "I think she might be having ammunition problems."

"I'm surprised the cops aren't kicking down her door for having guns and explosives," Sayaka commented. "I guess they look the other way when it comes to magical girls."

"How's Kyousuke doing?" Madoka asked.

Sayaka was silent for a moment or two before she answered.

"He's been better," she admitted. "He went in for surgery yesterday. Hopefully they'll be able to restore his hand."

"I see," Madoka said quietly.

"It just sucks," Sayaka continued. "Kyousuke had serious talent, you remember how he played? He had half the music class in tears that one time remember?"

"Yeah," Madoka agreed, remembering all the music classes they had had back in elementary school. Kyousuke had brought in his violin one day and given them all a sample of his talents. Madoka had never heard anything so beautiful and sober in her life.

"He had scholarships coming his way and big time groups scouting him," Sayaka continued. "It's just..."

_'Evening ladies.'_

The two of turned to see Kyubey standing across the road watching them with it's big red eyes.

"What do you want Kyubey?" Madoka asked with a frown.

_'I suggest you look to your right_,' Kyubey replied.

Madoka turned to the right. She froze, her eyes going wide in alarm.

Sticking out of the wall was a spent grief seed. The wall it was sticking out of was part of a very familar bike shop.

"Madoka," Sayaka began.

Memories came rushing back of Mami standing transfixed as a massive witch with a clowns face and massive sharp teeth loomed over her. It fixed its jaws around her head and neck. Then Mami rose into the air, her clothes reverting to her school uniform as her body went limp...

"Sayaka," she said quickly. "Get Mami and Homura, right now!"

"What are you going to do?" Sayaka asked.

"Keep it contained at least," Madoka replied. "Go now!"

"Right," Sayaka said. "Becareful okay."

As Sayaka ran off Kyubey trotted up to Madoka.

_'I think I'll tag along on this one,'_ it said. _'This might be interesting.'_

"Fine," Madoka said grimly.

She transformed quickly before opening the barrier and stepping into the witches' realm. Kyubey trotted in behind her, it's tail wagging through the air. The inside of the barrier was the same as before, the creepy sugar coated scenery, the pastel lighting. It was as if Madoka had never left the place.

_'Did you know witches who stay in their barriers are either very weak or very strong?_' Kyubey asked. _'You could very well be walking into an ambush.'_

_"I know what I'm getting into,"_ Madoka replied.

_'Perhaps you should have had Sayaka Miki make a contract with me?_' Kyubey suggested. _'It may be a while before Mami Tomoe and Homura Akemi arrive.'_

"I can take care of myself," Madoka said. "And you leave Sayaka alone."

_'It is my job to seek out those who have the potential to become magical girls,'_ Kyubey replied. _'It is Sayaka Miki's decision as to whether or not she should become a magical girl. Still I have only so much time to give to one possible magical girl before I need to move on to others. I am the only incubator in Japan after all.'_

Then it got in front of her, bringing her to a stop.

_'Which returns us to a very important question,'_ it said. _'Who did you make a contract with_?'

"I don't remember," Madoka said brushing past it. She was beginning to regret allowing Kyubey to come with her.

_'Interest,_' Kyubey said. '_Well that leaves just three possible explanations.'_

"Really?" Madoka asked.

_'The first is that you are lying to me_,' Kyubey said. _'The second is that you became a witch but recovered somehow.'_

Madoka stopped in her tracks and turned to face Kyubey.

"That can happen?" Madoka asked.

_'Rarely,'_ Kyubey admitted. _'To my knowledge it has only happened nine times in the whole of human history. The process is not well understood as most of those who recover suffer from side effects such as memory loss, some loss of power, dementia, multiple personality disorder, and or just becoming very stupid.'_

"But magical girls can come back?" Madoka asked.

Kyubey gave it's tail a wag.

_'As I said it is rare,'_ it said. _'I wouldn't risk trying it if you want to survive for a very long time.'_

Madoka's thoughts turned toward the events of the previous timeline once more. She remembered the attempt she and Kyoko had made to try and bring Sayaka back. Kyoko had been so convinced at the time that they could do it. Madoka was sure that Sayaka had hesitated at least once during that battle but in the end it had failed.

Now though she wondered if they could succeed this time. Could she bring Sayaka back if she became a witch?

_'Then there is option number three,_' Kyubey continued. _'That none of this is real, this is your lullaby_.'

"My what?" Madoka asked shaken from her thoughts.

_'The witch's lullaby,_' Kyubey stated. _'As a magical girl's soul gem become corrupted and reaches the critical point where the magical girl starts becoming a witch they begin to hallucinate. These hallucinations are extremely vivid, producing a final peace so to speak for the magical girl. Once the hallucinations run their course or are broken however then the suffering begins. That's when the demon claims their soul.'_

Madoka froze at this. It seemed ridiculous but at the same time so was much of what she had seen in the last few days. Was all of this simply a dream? Her last joy before she became a witch? Had her wish failed?

_'If you want to know if the latter is true and applies to you there is a test you can do,'_ Kyubey added.

"And that would be?" Madoka asked tentatively.

_'Put your soul gem on the ground_,' Kyubey answered. _'Then walk away one hundred feet. If anything happens then that is your real Soul Gem and everything is real. If nothing happens then you are a witch.'_

Madoka turned away from the incubator and started forward again. At the same time the debates raged in her mind. Was she a witch? Was any of this real? Most importantly what was she going to do about it?

More than ever now she wished Homura was with her.

**-Fantasia-**

Sayaka tapped her foot impatiently as she rode the elevator up to Mami's apartment. For the umpteenth time she wished she had Mami or Homura's phone number. Every moment wasted she knew Madoka was in danger.

At last the elevator came to a halt and the doors opened. She scrambled out and down the hall to Mami's door. She pounded on the door repeatedly and frantically until Mami opened the door. Homura was sitting at the coffee table.

"Sayaka?" Mami asked surprised. "What are-?"

"MadokaandIwerewalkinghomethenweranintoKyubeyandhetoldustolooktotherightandtherewasawitchbarrierandMadokawentinaloneandtoldmetogetyouguys!" Sayaka said in single breath. Mami stared at her utterly bewildered.

"What happened to Madoka?" Homura asked walking over to the door.

"I just said!" Sayaka exclaimed. "We ran into a witch barrier and she told me to get you guys!"

"What?" Mami exclaimed in alarm.

"Take us there right now," Homura ordered.

Sayaka nodded and lead them back to the elevator. Once inside Sayaka took a moment to catch her breath.

"That was actually rather impressive just now," Mami commented. "How do you have the lung capacity to do that?"

"Elementary school chorus," Sayaka said before taking a deep breath. "Lead alto."

"How far to the witch barrier?" Homura asked.

"A couple of blocks," Sayaka answered. "I'll show you."

The elevator at last reached the bottom and they rushed out of the apartment building onto the streets. Sayaka lead them as fast as she could. Despite her athletic abilities she quickly realized she was out classed by the two magical girls. They weren't even breaking a sweat while she was pushing herself to her limits.

At last they reached the bike shop and Sayaka pointed to the spent grief seed.

"Right there," she said.

Mami nodded.

"Okay we can take it from here," she said. "You get yourself home Sayaka."

"What?" Sayaka demanded as Mami and Homura transformed. "No way! My best friend is in there!"

"You aren't a magical girl," Homura said simply pulling an old Howa Type 89 assault rifle from her shield. "You would only be putting yourself in danger."

"But!"

"You've done a good job Sayaka," Mami said appreciatively. "Let the professionals handle it from here."

Before she could object further Mami and Homura ran into the barrier and vanished. Sayaka was left alone standing on the side walk. For a moment she considered running in after them anyways. In the end however she simply turned and began walking towards home alone.

She had never felt so helpless in her life. Why did things like this happen around her all of the time, injustices that she recognized but could do nothing to prevent. Why didn't she have the power to change this?

_'Because you're afraid,_' a small voice in her mind said. _'Because you are a selfish little girl who claims to stand for what is right but when push comes to shove you walk away._'

She brushed that voice aside but another came to her mind unbidden.

'_But if you ever feel like making a sacrifice for the fate of the universe call me, I'll be waiting._'

**-Fantasia-**

Lelouch waited until the blunette was out of sight before walking towards the barrier into which the two magical girls had vanished.

He had been in Mitakihara city for only a few hours having set a false trail for the press so he could walk the streets unmolested by the paparazzi. He wore a simple orange jacket and blue jeans along with a pair of sun glasses as a disguise. Seeing conditions on the ground personally was critical to his mission.

"What do you think?" He asked Suzaku who was shadowing him. "Worth investigating?"

"I'd advise against it without back up," Suzaku replied emerging from hiding to join him by the barrier. Suzaku was wearing a blue coat over a brown shirt and jeans.

"Not much choice I'm afraid," Lelouch said. "Back up won't arrive in time. The fight will be over before we could get reinforcements."

"I still don't like it," Suzaku said with a grimace.

"Since when has that mattered in our line of work?" Lelouch said pulling out his side arm, a UNSC M6C/SOCOM. Suzaku meanwhile withdrew a M7S Caseless Submachine Gun from his coat.

"These are barely going to be a safety net against a witch," Suzaku stated.

"Sadly I don't think we can squeeze a knightmare through here," Lelouch said. He then motioned for Suzaku to follow him. "Come on, nothing ventured nothing gained."

**-Fantasia-**

Madoka had forgotten just how strange it was to be inside of a witch barrier, particularly this one. There were cakes the size of cars and cupcakes the size of trash cans. Then there was the Witch.

Like before it was in the strange doll like form sitting on its own at a table piled high with sweets. The strange mouse like familiars were running around with no order or direction. They hadn't reacted to her presence yet so she assumed that they hadn't noticed her yet.

She knew from experience however just how deceptively dangerous this witch was. Its current form was merely a shell to hide its true danger. If she wasn't careful she would end up dead.

If she was even alive.

She shook her head. She couldn't think about that right now, she couldn't be distracted by what Kyubey had said.

_'Well,_' the Incubator said hoping up onto a cupcake. _'Here we are. Go get her.'_

Madoka took a deep breath to steady herself before she created an arrow and set it to her bow string. She stepped out of cover and fired off the first shot right at the witch. She hit it dead center in the head knocking it from its high seat.

Before she could take another shot the familiars at last began to attack swarming her from all sides. She fired off arrow after arrow taking out as many as she could. The familiars charged her however several getting past her defensive fire. She rolled away from the first attack before snapping off a shot into the offending familiar. She jumped over a second using magic to propel herself up onto the table with a back flip.

From her new vantage point she began raining down arrows on the familiars. She took them out one after another as they began to charge the table. Several tried to scramble up the legs only for Madoka to put arrows into them from above.

Then she realized he had completely forgotten about the witch. She paused in her shooting searching for it frantically. She spotted it sitting on a massive donut below her, unmoving.

Suddenly the table shook violently and Madoka stumbled. She recovered and looked down to see the familiars ramming themselves into the table legs trying to knock it over. She put few arrows in them but there were so many that it was impossible to get them all. Each strike they landed against the table caused it to shake throwing off her aim. As their numbers increased the table legs actually began to lift off the ground.

Madoka jumped from the table onto the high chair the witch had been sitting on and got off a shot knocking the witch off the donut. Before he could get off another shot however the table fell over taking the high chair down with it. Madoka jumped off the high chair and landed on a massive funnel cake.

She resumed firing on the familiars trying to finish them off.

_'Why am I not better at this?_' She wondered frustrated with herself. Hadn't Kyubey said she would be the most powerful magical girl ever? Shouldn't this witch be a cake walk? She then mentally kicked herself for that pun.

Once more unbidden she thought of Kyubey's words before on their walk together. What if none of this was real? What if this was all in her head?

"Madoka!"

Madoka turned to see Homura and Mami running into the witch's layer. A wave of relief rushed over her, Sayaka had found them in time. Then she noticed the looks of alarm on their faces.

"Madoka behind you!" Homura screamed.

Madoka turned around just in time to see the serpentine form of the witch rising above her its clown face grinning at her with massive jagged teeth. Then it opened its jaws wide! She heard Homura scream before darkness swallowed her.

Madoka struggled, crying out in terror as she slipped deep inside the witch. She couldn't see anything and she could barely move, she couldn't breathe. Tears began falling from her eyes.

Was this the end? Was this it? Had she failed so soon?

Then she heard something, a sound from the darkness. She strained her ears to listen to it, someone was crying. She struggled to move forward trying to get closer to who or whatever was crying.

The space slowly became larger, soon she was on her hands and knees. Then she was in a space high enough for her to walk crouched. At last she was able to stand feeling her way along the passage still in pitch darkness. Then there was a light ahead of her. She made her way towards it in a walk that seemed to go on for hours.

There was a little girl no older than ten sitting with her arms wrapped around her legs which she had pulled up against her chest. She had long white hair with two small pigtails and was dressed in an outfit that mimicked the form the witch had disguised itself as. A black hat with long tassels, a pink-orange coat, long stockings, and poofy brown overall shorts. It was such an absurd costume that Madoka knew at once she was looking at a magical girl.

As she drew closer the girl noticed her and recoils trying push herself away from Madoka.

"It's okay," Madoka assured her quickly kneeling down. "I'm not going to hurt you."

The magical girl gave a small whimper as a response. Madoka sat down on the edge of the pool of light.

"My name is Madoka Kaname," she said gently. "Who are you?"

"Nagisa," the other girl said slowly, still keeping her distance from Madoka. "Nagisa Momoe."

"What are you doing here?" Madoka asked. "Did the witch eat you?"

Nagisa's eyes began to water again and before Madoka stop her she started crying again. Madoka stood up and then moved to sit down beside Nagisa. She pulled a tissue out of her dress and offered it to Nagisa. Nagisa took it and wiped her eyes with it before blowing her nose.

"You are the witch aren't you?"

Nagisa closed her eyes and nodded.

"I'm so sorry," Madoka said. "How did it happen?"

Nagisa pulled her legs up against her chest again and began to rock back and forth.

"You don't have to tell if it's too painful," Madoka assured her. "I'm just lost."

"Nagisa's momma was sick," Nagisa said referring to herself in the third person. "Momma was so sick she couldn't eat. So Nagisa made a wish so they could eat cheese cake together. But but..."

Nagisa buried her face in her knees.

"Momma died the next day," Nagisa sobbed. "And Nagisa realized she could have saved Momma, but Nagisa wasted it on cheese cake."

"I'm sorry," Madoka said. "I don't know what to say."

"I do."

Madoka looked up while Nagisa gave a squeak of fright.

Advancing out of the darkness was a purple and pink creature. If it was supposed to be alluring it was more of disturbing. The creature had multiple bare breasts and massive crab claw like arms. Its lower half was entirely serpentine with phallic tentacles flailing about. Its hear had large golden eyes, horns, long flowing hair of a rainbow of colors descending down its back, and its mouth was filled with jagged teeth.

"I would say it is time to pay up," the creature said. "You made a deal little Nagisa. I've come to collect your debt for lord Slaanesh."

It slithered forwards eagerly, Nagisa started crying again.

"Don't fret now," the creature said. "You will experience such," at this it licked its lips with a long snake like tongue, "pleasures."

"No!"

Madoka was surprised to find herself on her feet. She stepped between Nagisa and the creature summoning her bow once again. The creature seemed to have only just noticed her.

"What's this now?" It asked.

"You won't take her," Madoka said firmly. "She's suffered enough."

The creature laughed, a high cold cackle.

"You clearly don't know how this works little lady," it said. "Nagisa's soul is mine now."

"No it isn't," Madoka said without budging. All her doubts from before were gone, shoved aside in the face of what was before her. Nagisa needed her help, and she was going to do whatever she could to save her.

"Very well then," the creature said raising its claws. "I thought I would only be claiming one soul for the prince of pleasure, but if you're volunteering I guess I can take two."

Madoka summoned an arrow and set it to her bow string. The creature sprang towards her and Madoka released the string!

-Fantasia-

Homura's entire world came crashing down as the witch Charlotte swallowed Madoka whole. With a raw scream of rage and grief she stopped time and sprang forwards. She moved passed the familars until she reached Charlotte and began firing at the witch full auto. When the magazine was empty she tossed aside the Howa and drew out an RPG. Just as she fired it time resumed and the bullets struck the witch before the warhead hit home.

Charlotte reeled back and Homura jumped onto its face drawing out both of her pistols. She fired repeatedly into Charlotte's eyes with round after round still screaming with rage. The witch flailed about trying to throw her off but Homura refused to be thrown.

When her pistols were empty she let them fall and drew out the old golf club. She began furiously whacking Charlotte with the golf club repeatedly, tears flowing down her face.

She could hear Mami crying out for her and the retort of her muskets. She could hear and feel Charlotte's howls of rage and pain. She didn't care about any of it, she couldn't think straight. All she wanted was for this witch to give Madoka back.

The head of the golf club broke off and Homura shove the shaft up Charlotte's nose. The witch howled in pain and opened its jaws wide. Homura grabbed a hold of its lips trying to keep its mouth open.

"Madoka!" She cried out. "Madoka!"

She could feel the witch trying to force its jaws shut. She put all of her strength into keeping its jaws open. She already wasn't very strong but this witch seemed to have the jaws of a gator.

"Madoka!" She cried out again. "Madoka!"

_'Pity.'_

She looked up to see Kyubey sitting on the remains of golf club watching her with its crimson eyes.

_'I guess I won't be able to find out your secrets,_' the incubator said. _'Oh well it's not a serious loss.'_

Homura wanted to strangle the incubator, to tear its head off with her bare hands. Charlotte began to apply more force however and Homura struggled to maintain her hold. Her arms ached and shook with the effort of holding Charlotte's jaws open.

"Madoka!" She cried out desperately.

Then suddenly Charlotte shuddered. It thrashed about wildly throwing Homura up into the air. As she rose into the air the witch convulsed and twisted about randomly. It opened its jaws wide again as if to scream.

Then Charlotte exploded into a shower of pink and golden sparks. The familiars likewise began to explode into showers of golden and pink sparks. Kyubey tumbled to the ground as Homura fell towards the sparks.

Then she saw Madoka in the midst of the sparks, her arms wrapped around a little girl no older than ten. Homura froze time and landed beneath them before resuming time. She caught Madoka in her and the other girl in her arms and fell over from the sudden imbalance.

"Madoka," she gasped.

Madoka opened her eyes.

"Nagisa," she started. "Is she?"

She then noticed the girl who she was holding. The girl was breathing slowly, a small orange soul gem clasped in hands. Madoka breathed a sigh of relief.

Don't ever do that to me again," Homura said hugging Madoka.

"Sorry," Madoka said offering her a small smile.

'_Unbelievable,_' Kyubey said. _'This is unbelievable. How did you bring her back?'_

"I was about to ask that myself."

Everyone looked up to see two young men in their late teens emerge from hiding. The taller of the two removed his sunglasses and Homura instantly recognized the Britannian Prince from the news, Lelouch. The other she didn't recognize but she kept an eye on the submachine gun in his hands.

"Allow me to introduce myself," Lelouch said. "My name is Lelouch vi Britannia, eleventh prince of the Holy Britannian Empire, seventeenth in line of succession and Viscount Linley."

He gave them a small bow.

"I would be honored if you would all kindly join me for dinner."

* * *

><p><strong>Ranger24<strong>: Okay so I'm taking the next two weeks off due to thanksgiving and finals. Next chapter should be ready by December 5th. Until then ladies and gentlemen read and review.


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